PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT
Exhibit
2.7
THIS
PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT is entered into as of June
26, 2009, by InPlay Technologies, Inc., a Nevada corporation (“InPlay”) and FinePoint
Innovations, Inc., a Delaware corporation (“FinePoint”), together (“Grantors”) in favor of Wacom
Co. Ltd., a Japanese corporation (“Lender”) with regard to the
following recitals of fact:
A. Under
the terms of the Promissory Note between InPlay and FinePoint as debtors and
Lender of even date herewith (the “Note”), Lender agreed to make
a loan to InPlay and FinePoint in the principal amount of One Million Nine
Hundred Thousand Dollars
(US$1,
900,000) (the “Loan”).
B. Pursuant
to the terms of that certain Loan and Security Agreement of even date herewith
among InPlay and FinePoint as borrowers and Lender (the “Loan and Security Agreement”,
Grantor has granted to Lender a security interest in certain “Intellectual
Property Collateral” (as defined therein, the “Intellectual Property
Collateral”).
C. Further,
in order to secure certain copyrights, Kurta, a corporation wholly owned or
controlled by InPlay and FinePoint has agreed to grant a security interest to
Lender hereunder.
NOW,
THEREFORE, in consideration of the premises, in order to induce Lender to
disburse the proceeds of the Loan, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the Grantor hereby represents, warrants,
covenants and agrees as follows:
AGREEMENT
To secure
the obligations under the Note and confirm the security interest granted in the
Intellectual Property Collateral, Grantors grant and pledge to Lender a security
interest in all of Grantors’ respective right, title and interest in, to and
under the Intellectual Property Collateral (including without limitation those
certain Patents, Trademarks and Copyrights listed on Schedules A, B and C
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 furtherance (and not limitation) of the security
interest granted to Lender under the Loan and Security 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 and Security Agreement and
the Note, 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 and Security Agreement or the Note, 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
Patent, Trademark and Copyright Security Agreement, the Loan and Security
Agreement and the Note, 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.
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Grantors
represent and warrant that Exhibit A attached hereto sets forth any and all
intellectual property rights in connection to which any of the Grantors has
registered or filed an application with either the United States Patent and
Trademark Office or the United States Copyright Office, as applicable, or with
any other similar office throughout the world.
IN
WITNESS WHEREOF, the parties have caused this Patent, Trademark and Copyright
Security Agreement to be duly executed by its officers thereunto duly authorized
as of the first date written above.
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GRANTOR
INPLAY:
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Address
of Grantor:
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XX
Xxx 00000
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By: |
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Xxxxxxxxxx,
XX 00000
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GRANTOR
FINEPOINT:
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Address
of Grantor:
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XX
Xxx 00000
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Xxxxxxxxxx,
XX 00000
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By: |
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