Exhibit 10.10
GRANT OF SECURITY INTEREST
IN PATENTS AND TRADEMARKS
THIS GRANT OF SECURITY INTEREST ("Grant"), effected as of April 27, 2004, is
executed by Xxxxxxx Biometrics, Inc., a Florida corporation ("Sequiam
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Biometrics"), in favor 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 Biometrics, certain other Assignors (as
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defined in the Security Agreement), and the Secured Party, the terms and
provisions of which are hereby incorporated herein as if fully set forth herein,
Sequiam Biometrics 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 Sequiam Corporation.
B. Sequiam Biometrics (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 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 Biometrics wishes to confirm its grant to the Secured Party of a
security interest in all right, title and interest of Sequiam Biometrics 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
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Collateral"), to secure the payment, performance and observance of the
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Obligations (as that term is defined in the Security Agreement).
NOW, THEREFORE, for good and valuable consideration, receipt of which is
Xxxxxx
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acknowledged:
1. Sequiam Biometrics 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. Sequiam Biometrics 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 Sequiam Biometrics' 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. Sequiam Biometrics hereby appoints the
Secured Party as Sequiam Biometrics' 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. Sequiam Biometrics 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. Sequiam Biometrics 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 Biometrics has caused this instrument to be executed
as of the day and year first above written.
SEQUIAM BIOMETRICS, INC.
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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Bio Vault 78230757 03/27/03 USA
Smart Biometrics 78230740 03/27/03 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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High security storage unit and
biometric entry system 10/185,453 06/28/02 USA
Fingerprint Biometric Lock 10/358,013 02/04/03 USA
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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 Biometrics, Inc. 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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