Exhibit 10.7
GRANT OF SECURITY INTEREST
IN PATENTS AND TRADEMARKS
THIS GRANT OF SECURITY INTEREST ("Grant"), effected as of April 27, 2004, is
executed by Sequiam Corporation, a California corporation ("Sequiam"), in favor
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of Laurus Master Fund, Ltd. (the "Secured Party").
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A. Pursuant to a Master Security Agreement dated as of the date hereof (as
amended, restated, supplemented or otherwise modified from time to time, the
"Security Agreement") among Sequiam, certain other Assignors (as defined in the
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Security Agreement), and the Secured Party, the terms and provisions of which
are hereby incorporated herein as if fully set forth herein, Xxxxxxx and the
other Assignors have granted a security interest to the Secured Party in
consideration of the Secured Party's agreement to provide loans to Xxxxxxx.
B. Sequiam (1) has adopted, used and is using the trademarks reflected in
the trademark registrations and trademark applications in the United States
Patent and Trademark Office more particularly described on Schedule 1 annexed
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hereto as part hereof (the "Trademarks"), and (2) has
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registered or applied for registration in the United States Patent and Trademark
Office of the patents more particularly described on Schedule 2 annexed hereto
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as part hereof (the "Patents").
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X. Xxxxxxx wishes to confirm its grant to the Secured Party of a security
interest in all right, title and interest of Xxxxxxx in and to the Trademarks
and Patents, and all proceeds thereof, together with the business as well as the
goodwill of the business symbolized by, or related or pertaining to, the
Trademarks, and the customer lists and records related to the Trademarks and
Patents and all causes of action which may exist by reason of infringement of
any of the Trademarks and Patents (collectively, the "T&P Collateral"), to
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secure the payment, performance and observance of the Obligations (as that term
is defined in the Security Agreement).
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged:
1. Xxxxxxx does hereby further grant to the Secured Party a security
interest in the T&P Collateral to secure the full and prompt payment,
performance and observance of the Obligations.
2. Xxxxxxx agrees to perform, so long as the Security Agreement is in
effect, all acts deemed necessary or desirable by the Secured Party to permit
and assist it, at Xxxxxxx's expense, in obtaining and enforcing the Trademarks
and Patents in any and all countries. Such acts may include, but are not
limited to, execution of documents and assistance or cooperation in legal
proceedings. Xxxxxxx hereby appoints the Secured Party as Xxxxxxx's
attorney-in-fact to execute and file any and all agreements, instruments,
documents and papers as the Secured Party may determine to be necessary or
desirable to evidence the Secured Party's security interest in the Trademarks
and Patents or any other element of the T&P Collateral, all acts of such
attorney-in-fact being hereby ratified and confirmed.
3. Xxxxxxx acknowledges and affirms that the rights and remedies of the
Secured Party with respect to the security interest in the T&P Collateral
granted hereby are more fully set forth in the Security Agreement and the rights
and remedies set forth herein are without prejudice to, and are in addition to,
those set forth in the Security Agreement. In the event that any provisions of
this Grant are deemed to conflict with the Security Agreement, the provisions of
the Security Agreement shall govern.
4. Xxxxxxx agrees to execute financing statements or other instruments
to the extent required by the Uniform Commercial Code and in executing such
other documents or instruments as may be required or deemed necessary by you for
purposes of affecting or continuing your security interest in the T&P
Collateral.
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IN WITNESS WHEREOF, Xxxxxxx has caused this instrument to be executed as of the
day and year first above written.
SEQUIAM CORPORATION
By:
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Name:
Title:
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SCHEDULE 1 TO GRANT OF SECURITY INTEREST
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REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS
Trademark Registration or Registration or Country
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Application Number Application Date
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Sequiam 78375254 01/26/04 USA
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SCHEDULE 2 TO GRANT OF SECURITY INTEREST
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PATENTS AND PATENT APPLICATIONS
Patent Registration or Registration or Country
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Application Number Application Date
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None.
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STATE OF _____________)
) ss.:
COUNTY OF ____________)
On this ____ day of _________, ____, before me personally came ________
________________ who, being by me duly sworn, did state as follows: that [s]he
is ______________ of Sequiam Corporation that [s]he is authorized to execute the
foregoing Grant on behalf of said corporation and that [s]he did so by authority
of the [Board of Directors] of said corporation.
_________________________
Notary Public
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STATE OF _____________)
) ss.:
COUNTY OF ____________)
On this ____ day of _________, ____, before me personally came ________
_____________________ who, being by me duly sworn, did state as follows: that
[s]he is __________________ of Laurus Master Fund, Ltd., that [s]he is
authorized to execute the foregoing Xxxxx on behalf of said corporation and that
[s]he did so by authority of the Board of Directors of said corporation.
_________________________
Notary Public
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