INTELLECTUAL PROPERTY SECURITY AGREEMENT
Exhibit 10.2
INTELLECTUAL PROPERTY SECURITY AGREEMENT
This INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of January 25, 2008 by and among Agility Capital, LLC (“Lender”) and St. Xxxxxxx Software, Inc., a Delaware corporation ( “Grantor”).
RECITALS
Lender has agreed to make certain advances of money and to extend certain financial accommodation to Grantor (the “Loans”) in the amounts and manner set forth in that certain Loan and Security Agreement by and among Lender and Grantor (as amended from time to time, the “Loan Agreement”) dated of even date herewith. Lender is willing to make the Loans to Grantor, but only upon the condition, among others, that Grantor shall grant to Lender a security interest in all of Grantor’s right title, and interest in, to and under all of the Collateral whether presently existing or hereafter acquired. Capitalized terms used herein have the meaning assigned in the Loan Agreement.
NOW, THEREFORE, Grantor agrees as follows:
AGREEMENT
To secure performance of Grantor’s obligations under the Loan Agreement, Grantor grants to Lender a security interest in all of Grantor’s right, title and interest in 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 Lender under the Loan Agreement. Each right, power and remedy of Lender provided for herein shall not preclude the simultaneous or later exercise by Lender of any or all other rights, powers or remedies.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be duly executed as of the first date written above.
| Address of Grantor: | ST. XXXXXXX SOFTWARE, INC. (a Delaware corporation) | |||||||
| 00000 Xxxxxx xx Xxxxxxx | By: | /s/ Xxxxx Xxxxx | ||||||
| Xxx Xxxxx, XX 00000 | ||||||||
| Attn: Xxxxx Xxxxx | Title: | President and CEO | ||||||
| Address of Lender: | AGILITY CAPITAL, LLC | |||||||
| 000 X. Xxxxx Xxxxxxx Xxxxxx, Xxxxx X | By: | /s/ Xxxxxx Xxxxx | ||||||
| Xxxxx Xxxxxxx, XX 00000 | ||||||||
| Attn: Xxxxxx Xxxxx | Title: | Chief Credit Officer | ||||||
EXHIBIT A
Copyrights
| Title |
Registration Number |
Registration Date | ||
| None |
EXHIBIT B
Patents
NONE
EXHIBIT C
Trademarks
| Xxxx |
Registration/Serial |
Status | ||
| EPRISM | Reg. 2,961,246 | Live-Registered on Principal Register on 6/7/2005 | ||
| SYSTEM ACTIVITY MANAGER | Reg. 2,374.034 | Live-Registered on Supplemental Register on 8/1/2000 | ||
| IPRISM | Reg. 2,488,930 | Live-Registered on Principal Register on 9/11/2001
Assignment recorded to St. Xxxxxxx | ||
| IPRISM | Reg. 2,656,874 | Live-Registered on Principal Register on 12/3/2002
Assignment recorded to St. Xxxxxxx | ||
| SPYSUPPRESSOR | Ser. 78/625,500 | Live-Pending registration on Principal Register
Filing date: 5/9/2005 | ||
| SPYEXPERT | Ser. 78/545,506 | Live-Pending registraton on Principal Register
Filing date: 1/11/2005 | ||
| SPYHOUND | Ser. 78/545,466 | Live-Pending registraton on Principal Register Filing date: 1/11/2005 | ||
| ST. XXXXXXX | Ser. 78/613,844 | Live-Pending registration on Principal Register
Filing date: 4/21/2005 | ||
| ST. XXXXXXX SOFTWARE | Reg. 2,152,338 | DEAD-Cancelled on 1/22/2005 for failure to file Section 8
Affidavit... which was due on 4/21/2004 | ||
| LIVEPRISM | Ser. 77/084,182 | Intent to use filed on January 16, 2007 | ||
| iGUARD | N/A | No application filed | ||
| eGUARD | N/A | No application filed | ||
| BARE-METAL ADVANTAGE | N/A | No application filed | ||
| COUNTERSPY | N/A | No application filed | ||
| SPYSCRAPER | N/A | No application filed | ||
