INTELLECTUAL PROPERTY SECURITY AGREEMENT
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of April 19, 2012 by and among AVIDBANK CORPORATE FINANCE, A DIVISION OF AVIDBANK, a California corporation (“Bank”) and AUXILIO, INC., a Nevada corporation (“Auxilio”) and AUXILIO SOLUTIONS, INC., a California corporation (“Solutions”). Auxilio and Solutions are each referred to herein as a “Grantor” and collectively, as the “Grantors”).
Recitals
Bank has agreed to make certain advances of money and to extend certain financial accommodation to Grantors (the “Loans”) in the amounts and manner set forth in that certain Loan and Security Agreement by and between Bank and Grantors (as amended from time to time, the “Loan Agreement”) dated of even date herewith. Capitalized terms used herein have the meaning assigned in the Loan Agreement. Bank is willing to make the credit extensions to Grantors, but only upon the condition, among others, that each Grantor shall grant to Bank a security interest in all of such Grantor’s right title, and interest in, to and under all of the Collateral whether presently existing or hereafter acquired
Now, Therefore, each Grantor agrees as follows:
Agreement
To secure performance of Grantors’ obligations under the Loan Agreement, each Grantor grants to Bank a security interest in all of such Grantor’s right, title and interest in such Grantor’s intellectual property (including without limitation those Copyrights, Patents and Trademarks listed on Exhibits A, B and C hereto), 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). This security interest is granted in conjunction with the security interest granted to Bank under the Loan Agreement. Each right, power and remedy of Bank provided for herein shall not preclude the simultaneous or later exercise by Bank of any or all other rights, powers or remedies.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument.
[SIGNATURE PAGE FOLLOWS.]
In Witness Whereof, the parties have caused this Intellectual Property Security Agreement to be duly executed as of the first date written above.
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Address of Borrower:
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AUXILIO, INC.
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c/o Auxilio, Inc.
00000 Xx Xxxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attn: Xxxxxx Xxxxx, CEO; Xxxx Xxxxxxx, CFO
Attn: Xxxx Xxxx, CEO
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By: /s/ Xxxx X. Xxxxxxx
Print Name: Xxxx X. Xxxxxxx
Title: CFO
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AUXILIO SOLUTIONS, INC.
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By: /s/ Xxxx X. Xxxxxxx
Print Name: Xxxx X. Xxxxxxx
Title: CFO
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Address of Bank:
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AVIDBANK CORPORATE FINANCE,
A DIVISION OF AVIDBANK
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000 Xxxxxxx Xxxxxx
Xxxx Xxxx, XX 00000
Attn: Xxxx Xxxxxx and Xxx Xxxxxxxx
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By: /s/ Xxx Xxxxxxxx
Title: SVP
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Exhibit A
Copyrights
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Title
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Registration Number
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Registration Date
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Exhibit B
Patents
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Title
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Serial/ Patent Number
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Application/ Issue Date
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Exhibit C
Trademarks
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Description
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Serial / Registration Number
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Application /Registration Date
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