Exhibit 10.8
GRANT OF SECURITY INTEREST
IN PATENTS AND TRADEMARKS
THIS GRANT OF SECURITY INTEREST ("Grant"), effected as of April 27, 2004, is
executed by Sequiam Software, Inc., a California corporation ("Sequiam
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Software"), 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 Software, 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 Software 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 Software (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 Software wishes to confirm its grant to the Secured Party of a
security interest in all right, title and interest of Sequiam Software 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
Xxxxxx
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acknowledged:
1. Sequiam Software 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 Software 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 Software'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. Sequiam Software hereby appoints the Secured
Party as Sequiam Software'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. Sequiam Software 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 Software 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 Software has caused this instrument to be executed
as of the day and year first above written.
SEQUIAM SOFTWARE, 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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Book It, ROVER! 78357256 01/26/04 USA
IRP 78357255 01/26/04 USA
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 Software, 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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