Exhibit 10.4
Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits and schedules to this
agreement have been omitted. Axeda Systems Inc. agrees to supplementally furnish
such exhibits and schedules upon request from the Securities and Exchange
Commission.
GRANT OF SECURITY INTEREST
IN PATENTS AND TRADEMARKS
THIS GRANT OF SECURITY INTEREST ("Grant"), effected as of October 5,, 2004,
is executed by Axeda Systems, Inc., a Delaware corporation (the "Grantor"), in
favor of Laurus Master Fund, Ltd. (the "Secured Party").
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 the Grantor, certain other Assignors (as 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, the Grantor
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 Axeda
Systems, Inc. .
B. The Grantor (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 registered or applied for
registration in the United States Patent and Trademark Office of the patents
more particularly described on Schedule 2 annexed hereto as part hereof (the
"Patents").
C. The Grantor wishes to confirm its grant to the Secured Party of a
security interest in all right, title and interest of the Grantor 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
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
hereby acknowledged:
1. The Grantor 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. The Grantor agrees to perform, so long as the Security Agreement is in
effect and an Event of Default has occurred and is continuing, all acts
reasonably deemed necessary or desirable by the Secured Party to permit and
assist it, at the Grantor's expense, in obtaining and enforcing the Trademarks
and Patents that are material to the business of the Company and its
Subsidiaries taken as a whole, in any and all countries. Such acts may include,
but are not limited to, execution of documents and assistance or cooperation in
legal proceedings. The Grantor hereby appoints the Secured Party as the
Grantor's attorney-in-fact to execute and file any and all agreements,
instruments, documents and papers as the Secured Party may reasonably 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. The Grantor 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. The Grantor 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, the Grantor has caused this instrument to be
executed as of the day and year first above written.
AXEDA SYSTEMS INC.
By: /s/ Xxxxxx X. Xxxxxxx Xx.
--------------------------------
Name: Xxxxxx X. Xxxxxxx Xx.
Title: Chief Executive Officer
AXEDA IP, INC.
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
AXEDA SYSTEMS OPERATING COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxxx Xx.
--------------------------------
Name: Xxxxxx X. Xxxxxxx Xx.
Title: Chief Executive Officer
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LAURUS MASTER FUND, LTD.
By: /s/ Xxxxx Grin
----------------------------
Name:Xxxxx Grin
Title:Fund Manager
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