INTELLECTUAL PROPERTY SECURITY AGREEMENT
INTELLECTUAL
PROPERTY SECURITY AGREEMENT (this
“Agreement”),
dated
as of June 30, 2008, by (i) MobilePro Corp., a Delaware corporation (the
“Company”),
and
(ii) each subsidiary and affiliate of the Company listed on Schedule
I
attached
hereto (the “Subsidiaries,”
and
collectively with the Company, the “Grantors”)
in
favor of YA Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P.)
(the
“Secured
Party”).
RECITALS:
A. Reference
is made to (a) the Global Security Agreement, dated as of the date hereof,
between the Grantors and the Secured Party (as may be amended and supplemented
from time to time, the “Security
Agreement”);
and
(b) the Global Guaranty Agreement, dated as of the date hereof, among the
Grantors, as guarantors, and the Secured Party as may be amended and
supplemented from time to time, the “Guaranty
Agreement”)
.
B. The
Secured Party has extended financial accommodations to certain Grantors,
pursuant to the Secured Convertible Debentures or otherwise, and the Grantors
will each directly benefit from the extension of such financial accommodation
as
part of the affiliated business operations of the Grantors; each Grantor
acknowledges that without this Agreement, the Secured Party would not be willing
to enter into the transaction documents related to such financial
accommodations.
C. Each
Grantor has determined that the execution, delivery and performance of this
Agreement directly benefits, and is in the best interest of, such
Grantor.
NOW
THEREFORE,
in
consideration of the mutual covenants, agreements, warranties, and
representations herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
SECTION
1. Definitions.
(a) Generally.
All
references herein to the UCC shall mean the Uniform Commercial Code as in effect
from time to time in the State of New Jersey; provided,
however,
that if
a term is defined in Article 9 of the UCC differently than in another Article
thereof, the term shall have the meaning set forth in Article 9; provided
further
that, if
by reason of mandatory provisions of law, perfection, or the effect of
perfection or non-perfection, of the security interest in any IP Collateral
or
the availability of any remedy hereunder is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than New Jersey, then “UCC”
means
the Uniform Commercial Code as in effect in such other jurisdiction for purposes
of the provisions hereof relating to such perfection or effect of perfection
or
non-perfection or availability of such remedy, as the case may be.
(b) Definition
of Certain Terms Used Herein.
Unless
the context otherwise requires, all capitalized terms used but not defined
in
this Agreement, including its preamble and recitals, shall have the meanings
set
forth in the Security Agreement. In addition, as used herein, the following
terms shall have the following meanings:
1
“Copyrights”
shall
mean all copyrights, copyright applications and like protections in each work
of
authorship or derivative work thereof of the Grantors, whether registered or
unregistered, whether published or unpublished and whether or not constitute
a
trade secret, including, without limitation, the United States copyright
registrations listed on EXHIBIT
A
annexed
hereto and made a part hereof, and symbolized by, any of the
foregoing.
“Copyright
Licenses”
shall
mean all agreements, whether written or oral, providing for the grant by or
to
the Grantors of any right under any Copyright, including, without limitation,
the agreements listed on EXHIBIT
A annexed
hereto and made a part hereof.
“Copyright
Office”
shall
mean the United States Copyright Office or any other federal governmental agency
which may hereafter perform its functions.
“IP
Collateral”
shall
have the meaning assigned to such term in Section 2 of this
Agreement.
“Licenses”
shall
mean, collectively, the Copyright Licenses, Patent Licenses, Trademark Licenses,
and any other license providing for the grant by or to the Grantors of any
right
under any IP Collateral.
“Patents”
shall
mean all patents and applications for patents of the Grantors, and the
inventions and improvements therein disclosed, and any and all divisions,
revisions, reissues and continuations, continuations-in-part, extensions, and
reexaminations of said patents including, without limitation, the United States
patent registrations listed on EXHIBIT
B
annexed
hereto and made a part hereof.
“Patent
Licenses”
shall
mean all agreements, whether written or oral, providing for the grant by or
to
the Grantors of any right under any Patent, including, without limitation,
the
agreements listed on EXHIBIT
B annexed
hereto and made a part hereof.
“PTO”
shall
mean the United States Patent and Trademark Office or any other federal
governmental agency which may hereafter perform its functions.
“Trademarks”
shall
mean all trademarks, trade names, corporate names, company names, domain names,
business names, fictitious business names, trade dress, trade styles, service
marks, designs, logos and other source or business identifiers of the Grantors,
whether registered or unregistered, including, without limitation, the United
States trademark registrations listed on EXHIBIT
C
annexed
hereto and made a part hereof, together with any goodwill of the business
connected with, and symbolized by, any of the foregoing.
“Trademark
Licenses”
shall
mean all agreements, whether written or oral, providing for the grant by or
to
the Grantors of any right under any Trademark, including, without limitation,
the agreements listed on EXHIBIT
C annexed
hereto and made a part hereof.
2
SECTION
2. Grant
of Security Interest.
In
furtherance and as confirmation of the security interest granted by the Grantors
to the Secured Party under the Security Agreement, and as further security
for
the payment or performance in full of the Obligations, each Grantor hereby
grants to the Secured Party a continuing security interest, with a power of
sale
(which power of sale shall be exercisable only following the occurrence and
during the continuance of an Event of Default), in all of the present and future
right, title and interest of such Grantor in and to the following property,
and
each item thereof, whether now owned or existing or hereafter acquired or
arising, together with all products, proceeds, substitutions, and accessions
of
or to any of the following property (collectively, the “IP
Collateral”):
(b) All
Patents and Patent Licenses;
(c) All
Trademarks and Trademark Licenses;
(d) All
other
Licenses;
(e) All
renewals of any of the foregoing;
(f) All
trade
secrets, know-how and other proprietary information; works of authorship and
other copyright works (including copyrights for computer programs), and all
tangible and intangible property embodying the foregoing; inventions (whether
or
not patentable) and all improvements thereto; industrial design applications
and
registered industrial designs; books, records, writings, computer tapes or
disks, flow diagrams, specification sheets, computer software, source codes,
object codes, executable code, data, databases, and other physical
manifestations, embodiments or incorporations of any of the foregoing, and
any
Licenses in any of the foregoing, and all other IP Collateral and proprietary
rights;
(g) All
General Intangibles connected with the use of, or related to, any and all IP
Collateral (including, without limitation, all goodwill of each Grantor and
its
business, products and services appurtenant to, associated with, or symbolized
by, any and all IP Collateral and the use thereof);
(h) All
income, royalties, damages and payments now and hereafter due and/or payable
under and with respect to any of the foregoing, including, without limitation,
payments under all Licenses entered into in connection therewith and damages
and
payments for past or future infringements, misappropriations or dilutions
thereof;
(i) The
right
to xxx for past, present and future infringements, misappropriations, and
dilutions of any of the foregoing; and
(j) All
of
the Grantors’ rights corresponding to any of the foregoing throughout the
world.
SECTION
3. Protection
of IP Collateral By Grantors.
Except
as set forth below in this Section 3, the
Grantors shall undertake the following with respect to each of the items
respectively described in Sections 2(a), (b), (c), (d), (e), (f) and
(g):
3
(a) Pay
all
renewal fees and other fees and costs associated with maintaining the IP
Collateral and with the processing and prosecution of the IP Collateral and
take
all other steps reasonably necessary to maintain each registration of the IP
Collateral.
(b) Take
all
actions reasonably necessary to prevent any of the IP Collateral from becoming
forfeited, abandoned, dedicated to the public, invalidated or impaired in any
way.
(c) At
the
Grantors’ sole cost, expense, and risk, pursue the processing and prosecution of
each application for registration which is the subject of the security interest
created herein and not abandon or delay any such efforts.
(d) At
the
Grantors’ sole cost, expense, and risk, take any and all action which the
Grantors reasonably deem necessary or desirable under the circumstances to
protect the IP Collateral from infringement, misappropriation or dilution,
including, without limitation, the prosecution and defense of infringement
actions.
SECTION
4. Grantors’
Representations and Warranties.
In
addition to any representations and warranties contained in any of the other
Transaction Documents (other than the Prior Debt Documents, but only to the
extent amended or otherwise modified by the other Transaction Documents), each
Grantor represents and warrants that:
(i) EXHIBIT
A
is a
true, correct and complete list of all United States Copyright registrations
owned by each Grantor and all Copyright Licenses to which such Grantor is a
party as of the date hereof.
(ii) EXHIBIT
B
is a
true, correct and complete list of all United States Patents owned by each
Grantor and all Patent Licenses to which such Grantor is a party as of the
date
hereof.
(iii) EXHIBIT
C
is a
true, correct and complete list of all United States Trademark registrations
owned by each Grantor and all Trademark Licenses to which such Grantor is a
party as of the date hereof.
(iv) Except
as
set forth in EXHIBITS
A,
B and C,
none of
the IP Collateral owned by a Grantor is the subject of any licensing or
franchise agreement pursuant to which such Grantor is the licensor or franchisor
as of the date hereof.
(v) The
Grantors shall not transfer or otherwise encumber any interest in the IP
Collateral, except for (i) non-exclusive licenses granted by a Grantor in the
ordinary course of business, as set forth in this Agreement, or (ii) Permitted
Liens.
(vi) Each
Grantor owns, or is licensed to use, all IP Collateral in connection with the
conduct of its business. No claim has been asserted and is pending by any person
challenging or questioning the use by a Grantor of any of its IP Collateral,
or
the validity or effectiveness of any of its IP Collateral. Each Grantor
considers that the use by such Grantor of the IP Collateral does not infringe
the rights of any person in any material respect. No holding, decision or
judgment has been rendered by any governmental authority which would limit,
cancel or question the validity of, or a Grantor’s rights in, any IP Collateral
in any material respect.
4
(vii) Performance
of this Agreement does not conflict with or result in a breach of any material
agreement to which any Grantor is bound.
(viii) Each
Grantor shall give the Secured Party prompt written notice, with reasonable
detail, following the occurrence of any of the following:
(A) Each
Grantor’s obtaining rights to, or being issued a registration in or receiving an
issuance of, any new IP Collateral, or otherwise acquiring ownership of any
registered IP Collateral (other than the acquisition by a Grantor of the right
to sell products containing the trademarks of others in the ordinary course
of
such Grantor’s business).
(B) Each
Grantor’s becoming entitled to the benefit of any registered IP Collateral
whether as licensee or licensor (other than commercially available off the
shelf
computer programs, products or applications and a Grantor’s right to sell
products containing the trademarks of others in the ordinary course of such
Grantor’s business).
(C) Each
Grantor’s entering into any new Licenses with respect to the IP Collateral
(other than commercially available off the shelf computer programs, products
or
applications and a Grantor’s right to sell products containing the trademarks of
others in the ordinary course of such Grantor’s business).
(D) Each
Grantor’s knowing, or having reason to know, that any registration relating to
any IP Collateral may, other than as provided in Section 3 above, become
forfeited, abandoned or dedicated to the public, or of any adverse determination
or development (including, without limitation, the institution of, or any such
determination or development in, any proceeding in the PTO, the Copyright Office
or any court or tribunal) regarding a Grantor’s ownership of, or the validity or
enforceability of, any IP Collateral or such Grantor’s right to register the
same or to own and maintain the same.
SECTION
5. Agreement
Applies to Future IP Collateral.
(a) The
provisions of this Agreement shall automatically apply to any such additional
property or rights described in Section 4(viii) above, all of which shall be
deemed to be and treated as “IP Collateral” within the meaning of this
Agreement. Upon the acquisition by a Grantor of any additional IP Collateral,
such Grantor shall promptly deliver to the Secured Party an updated EXHIBIT
A,
B,
and/or C
(as
applicable) to this Agreement and hereby authorizes the Secured Party to file,
at such Grantor’s expense, such updated Exhibit as set forth in Section
5(b).
(b) Each
Grantor shall execute and deliver, and have recorded, any and all agreements,
instruments, documents and papers as the Secured Party may reasonably request
to
evidence the Secured Party’s security interest in any
IP
Collateral (including, without limitation, filings with the PTO, the Copyright
Office or any similar office), and each Grantor hereby constitutes the Secured
Party as its attorney-in-fact to execute and file all such writings for the
foregoing purposes, all such acts of such attorney being hereby ratified and
confirmed; provided,
however,
that
the Secured Party’s taking of such action shall not be a condition to the
creation or perfection of the security interest created hereby.
5
(c) Each
Grantor authorizes and requests that the Copyright Office and the PTO record
this Agreement, any amendments thereto or copies thereof..
(a) Each
Grantor provides the Secured Party with written notice of such Grantor’s
institution of any legal proceedings for enforcement of any IP
Collateral.
(b) Any
money
damages awarded or received by a Grantor on account of such suit (or the threat
of such suit) shall constitute IP Collateral.
(c) Upon
the
occurrence and during the continuance of any Event of Default, the Secured
Party, by notice to the Grantors, may terminate or limit the Grantors’ rights
under this Section 6.
SECTION
7. Secured
Party’s Actions To Protect IP Collateral.
In the
event of:
(a) a
Grantor’s failure, within fifteen (15) days of written notice from the Secured
Party, to cure any failure by such Grantor to observe or perform any of such
Grantor’s covenants, agreements or other obligations hereunder;
and/or
(b) the
occurrence and continuance of any other Event of Default,
the
Secured Party, acting in its own name or in that of the Grantors, may (but
shall
not be required to) act in the Grantors’ place and stead and/or in the Secured
Party’s own right in connection therewith.
SECTION
8. Rights
Upon Default.
Upon
the occurrence and during the continuance of an Event of Default, in addition
to
all other rights and remedies, the Secured Party may exercise all rights and
remedies of a secured party under the UCC, with respect to the IP Collateral,
in
addition to which the Secured Party may sell, license, assign, transfer, or
otherwise dispose of the IP Collateral, subject to those restrictions to which
a
Grantor is subject under applicable law and by contract. Any person may
conclusively rely upon an affidavit of an officer of the Secured Party that
an
Event of Default has occurred and that the Secured Party is authorized to
exercise such rights and remedies. In connection with such exercise of rights,
the Secured Party shall have a non-exclusive, royalty free license to use the
IP
Collateral.
SECTION
9. Secured
Party As Attorney-In-Fact.
(a) The
Grantors hereby irrevocably make, constitute and appoint the Secured Party
(and
all officers, employees or agents designated by the Secured Party) as and for
the Grantors’ true and lawful agent and attorney-in-fact, effective following
the occurrence and during the continuance of any Event of Default, and in such
capacity the Secured Party shall have the right, with power of substitution
for
the Grantors and in the Grantors’ names or otherwise, for the use and benefit of
the Secured Party:
6
(A) To
supplement and amend from time to time EXHIBITS
A,
B and
C
of this
Agreement to include any newly developed, applied for, registered, or acquired
IP Collateral of the Grantors and any intent-to-use Trademark applications
for
which a statement of use or an amendment to allege use has been filed and
accepted by the PTO.
(B) To
exercise any of the rights and powers referenced herein.
(C) To
execute all such instruments, documents, and papers as the Secured Party
reasonably determines to be necessary or desirable in connection with the
exercise of such rights and remedies and to cause the sale, license, assignment,
transfer, or other disposition of the IP Collateral, subject to those
restrictions to which the Grantors are subject under applicable law and by
contract.
(b) The
power
of attorney granted herein, being coupled with an interest, shall be irrevocable
until this Agreement is terminated in writing by a duly authorized officer
of
the Secured Party.
(c) The
Secured Party shall not be obligated to do any of the acts or to exercise any
of
the powers authorized by Section 9(a), but if the Secured Party elects to do
any
such act or to exercise any of such powers, it shall not be accountable for
more
than it actually receives as a result of such exercise of power.
SECTION
10. Intent.
This
Agreement is being executed and delivered by the Grantors for the purpose of
registering and confirming the grant of the security interest of the Secured
Party in the IP Collateral with the PTO and the Copyright Office. It is intended
that the security interest granted pursuant to this Agreement is granted as
a
supplement to, and not in limitation of, the security interest granted to the
Secured Party under the Security Agreement. All provisions of the Security
Agreement (including, without limitation, the rights, remedies, powers,
privileges and discretions of the Secured Party thereunder) shall apply to
the
IP Collateral. In the event of a conflict between this Agreement and the
Security Agreement, the terms of this Agreement shall control with respect
to
the IP Collateral and the terms of the Security Agreement shall control with
respect to all other Collateral.
SECTION
11. Further
Assurances.
Each
Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause
to be duly filed all such further documents, financing statements, agreements
and instruments and take all such further actions as the Secured Party may
from
time to time reasonably request to better assure, preserve, protect and perfect
the security interest in the IP Collateral granted pursuant to this Agreement
and the rights and remedies created hereby or the validity or priority of such
security interest, including the payment of any fees and taxes required in
connection with the execution and delivery of this Agreement, the granting
of
the security interest and the filing of any financing statements or other
documents in connection herewith or therewith.
7
SECTION
12. Indemnity.
Each
Grantor agrees to defend, indemnify and hold harmless the Secured Party and
its
officers, employees, and agents against: (a) all obligations, demands, claims,
and liabilities claimed or asserted by any other party in connection with the
transactions contemplated by this Agreement, and (b) all losses or expenses
in
any way suffered, incurred, or paid by the Secured Party as a result of or
in
any way arising out of, following or consequential to transactions between
the
Secured Party and a Grantor, whether under this Agreement or otherwise
(including, without limitation, attorneys fees and expenses).
SECTION
13. Release
of IP Collateral.
Upon
payment and performance in full of all Obligations, the Secured Party shall,
at
the Grantors’ expense, execute and deliver to the Grantors all instruments and
other documents as may be necessary or proper to release the lien on any
security interest in the IP Collateral which has been granted hereunder.
SECTION
14. Additional
Grantors.
Pursuant to Section 6.12 of the Security Agreement, each subsidiary of the
Grantors that was not in existence or not a subsidiary on the date of the
Security Agreement is required to become a Grantor and to enter in this
Agreement as a Grantor upon becoming a subsidiary. Such subsidiary shall become
a Grantor hereunder with the same force and effect as if originally named as
a
Grantor herein. The rights and obligations of each Grantor hereunder shall
remain in full force and effect notwithstanding the addition of any new Grantor
as a party to this Agreement.
SECTION
15. Notices.
Unless
otherwise provided herein, all demands, notices, consents, service of process,
requests and other communications hereunder shall be in writing and shall be
delivered to the addresses provided in the Security Agreement.
SECTION
16. Binding
Effect.
All of
the covenants and obligations contained herein shall be binding upon and shall
inure to the benefit of the respective parties, their successors and
assigns.
SECTION
17. Governing
Law; Venue.
The
validity, interpretation and performance of this Agreement shall be determined
in accordance with the laws of the State of New Jersey without regard to the
principles of conflict of laws. The parties further agree that any action
between them shall be heard in Xxxxxx County, New Jersey or Federal district
courts located in Newark, New Jersey, and expressly consent to the jurisdiction
and venue of the Superior Court of New Jersey, sitting in Xxxxxx County and
the
United States District Court for the District of New Jersey sitting in Newark,
New Jersey for the adjudication of any civil action asserted pursuant to this
Paragraph, provided,
however,
that
nothing herein shall prevent the Secured Party from enforcing its rights and
remedies (including, without limitation, by filing a civil action) with respect
to the IP Collateral and/or the Grantors in any other jurisdiction which the
Secured Party deems necessary or appropriate in order to realize on the IP
Collateral or to otherwise enforce the Secured Party’s rights against the
Grantors or the IP Collateral.
SECTION
18. JURY
TRIAL.
AS A
MATERIAL INDUCEMENT FOR THE SECURED PARTY TO MAKE FINANCIAL ACCOMMODATIONS
TO
THE GRANTORS, EACH GRANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
RELATED IN ANY WAY TO THIS AGREEMENT AND/OR ANY AND ALL OF THE OTHER DOCUMENTS
ASSOCIATED WITH THIS TRANSACTION.
8
SECTION
19. Severability.
If any
provision of this Agreement is, for any reason, invalid or unenforceable, the
remaining provisions of this Agreement will nevertheless be valid and
enforceable and will remain in full force and effect. Any provision of this
Agreement that is held invalid or unenforceable by a court of competent
jurisdiction will be deemed modified to the extent necessary to make it valid
and enforceable and as so modified will remain in full force and
effect.
SECTION
20. Amendment
and Waiver.
This
Agreement may be amended, or any provision of this Agreement may be waived,
provided that any such amendment or waiver will be binding on a party hereto
only if such amendment or waiver is set forth in a writing executed by the
parties hereto. The waiver by any such party hereto of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any other
breach. The Secured Party’s failure to exercise any right, remedy or option
under this Agreement or other agreement between the Secured Party and the
Grantors or delay by the Secured Party in exercising the same will not operate
as a waiver. No waiver by the Secured Party shall affect its right to require
strict performance of this Agreement.
SECTION
21. Liability
of Grantors.
Notwithstanding any provision herein, the Grantors, and each of them, are and
shall be jointly and severally liable for any and all Obligations (whether
any
such Obligation is specified as an obligation of the Grantors or of any of
them).
SECTION
22. Entire
Agreement.
This
Agreement and the other documents or agreements delivered in connection herewith
set forth the entire understanding of the parties with respect to the subject
matter hereof, and shall not be modified or affected by any offer, proposal,
statement or representation, oral or written, made by or for any party in
connection with the negotiation of the terms hereof, and may be modified only
by
instruments signed by all of the parties hereto.
Counterparts.
This
Agreement may be executed and delivered by exchange of facsimile signatures
of
the Secured Party and the Grantors, and those signatures need not be affixed
to
the same copy. This Agreement may be executed in any number of
counterparts.
[Signature
page follows.]
9
IN
WITNESS WHEREOF, the
parties hereto have executed this Intellectual Property Security Agreement
as of
the date first above written.
Grantors:
|
||||
MOBILEPRO
CORP., a Delaware corporation
|
PROGAMES
NETWORK, INC., a Delaware corporation
|
|||
By:
|
/s/
Xxx Xxxxxx
|
By:
|
/s/
Xxx Xxxxxx
|
|
Name:
Xxx Xxxxxx
|
Name:
Xxx Xxxxxx
|
|||
Title:
Chairman and CEO
|
Title:
Chairman
|
|||
DAVEL
FINANCING COMPANY, L.L.C., a Delaware limited liability
company
|
DAVEL
COMMUNICATIONS GROUP, INC., an Illinois corporation
|
|||
By:
|
/s/
Xxxxx Xxxxxx
|
By:
|
/s/
Xxxxx Xxxxxx
|
|
Name:
Xxxxx Xxxxxx
|
Name:
Xxxxx Xxxxxx
|
|||
Title:
Secretary
|
Title:
Secretary
|
|||
TELALEASING
ENTERPRISES, INC., an Illinois corporation
|
PEOPLES
TELEPHONE COMPANY, INC., a New York corporation
|
|||
By:
|
/s/
Xxxxx Xxxxxx
|
By:
|
/s/
Xxxxx Xxxxxx
|
|
Name:
Xxxxx Xxxxxx
|
Name:
Xxxxx Xxxxxx
|
|||
Title:
Secretary
|
Title:
Secretary
|
|||
PHONETEL
TECHNOLOGIES, INC., an Ohio corporation
|
DAVEL
ACQUISITION CORP., a Delaware corporation
|
|||
By:
|
/s/
Xxxxx Xxxxxx
|
By:
|
/s/
Xxxxx Xxxxxx
|
|
Name:
Xxxxx Xxxxxx
|
Name:
Xxxxx Xxxxxx
|
|||
Title:
Secretary
|
Title:
Secretary
|
|||
DAVEL
COMMUNICATIONS, INC., a Delaware corporation
|
CLOSECALLAMERICA,
INC., a Delaware corporation
|
|||
By:
|
/s/
Xxxxx Xxxxxx
|
By:
|
/s/
Xxxx Xxxxxxx
|
|
Name:
Xxxxx Xxxxxx
|
Name:
Xxxx Xxxxxxx
|
|||
Title:
Secretary
|
Title:
President
|
|||
AMERICAN
FIBER NETWORK, INC., a Delaware corporation
|
||||
By:
|
/s/
Xxxx Xxxxxxx
|
|||
Name:
Xxxx Xxxxxxx
|
||||
Title:
President
|
[IP
Security Agreement Signature Page]
STATE
OF ____________________)
)
SS:
COUNTY
OF __________________)
BEFORE
ME,
a Notary
Public in and for said County and State, personally appeared the above-named
_______________________ who acknowledged that he/she did sign the foregoing
agreement and that the same is his/her free act and deed.
IN
TESTIMONY WHEREOF,
I have
hereunto set my hand an official seal at __________________,
____________________, this ___ day of __________, 2008.
Notary
Public
|
STATE
OF ____________________)
)
SS:
COUNTY
OF __________________)
BEFORE
ME,
a Notary
Public in and for said County and State, personally appeared the above-named
_______________________ who acknowledged that he/she did sign the foregoing
agreement and that the same is his/her free act and deed.
IN
TESTIMONY WHEREOF,
I have
hereunto set my hand an official seal at __________________,
____________________, this ___ day of __________, 2008.
Notary
Public
|
STATE
OF ____________________)
)
SS:
COUNTY
OF __________________)
BEFORE
ME,
a Notary
Public in and for said County and State, personally appeared the above-named
_______________________ who acknowledged that he/she did sign the foregoing
agreement and that the same is his/her free act and deed.
IN
TESTIMONY WHEREOF,
I have
hereunto set my hand an official seal at __________________,
____________________, this ___ day of __________, 2008.
Notary
Public
|
[IP
Security Agreement Signature Page]
IN
WITNESS WHEREOF, the
parties hereto have executed this Intellectual Property Security Agreement
as of
the date first above written.
SECURED
PARTY:
|
|
YA
GLOBAL INVESTMENTS, L.P.
|
|
By: Yorkville
Advisors,
LLC
|
|
Its: Investment
Manager
|
|
By:
|
/s/ Xxxxx Xxxxx |
Name: Xxxxx
Xxxxx
|
|
Title: Managing
Member
|
[IP
Security Agreement Signature Page]
SCHEDULE
I
(Subsidiaries
and Affiliates)
MobilePro
Corp., a Delaware corporation
ProGames
Network, Inc., a Delaware corporation
Davel
Financing Company, L.L.C., a Delaware limited liability company
Davel
Communications Group, Inc., an Illinois corporation
Telaleasing
Enterprises, Inc., an Illinois corporation
Peoples
Telephone Company, Inc., a New York corporation
PhoneTel
Technologies, Inc., an Ohio corporation
Telefonos
Publico, a company organized under the laws of Mexico
CloseCall
America, Inc., a Delaware corporation
Davel
Acquisition Corp., a Delaware corporation
Davel
Communications, Inc., a Delaware corporation
American
Fiber Network, Inc., a Delaware corporation
EXHIBIT
A
List
of Copyrights and Copyright Licenses
[to
be
attached]
EXHIBIT
B
List
of Patents and Patent Licenses
[to
be
attached]
EXHIBIT
C
List
of Trademarks and Trademark Licenses
[to
be
attached]