PATENT AND TRADEMARK SECURITY AGREEMENT
THIS
PATENT AND TRADEMARK SECURITY AGREEMENT (“Security
Agreement”),
dated
as of October ___, 2007, between Innova
Robotics and Automation, Inc., a
Delaware corporation (the “Parent”),
Robotic
Workspace Technologies, Inc.,
a
subsidiary of the Parent (the “Grantor”)
and YA
Global Investments, L.P.,
a
Cayman
Island exempted limited partnership (the “Lender”).
WITNESETH:
WHEREAS,
pursuant to a Securities Purchase Agreement, dated as of October ___,
2007 (together with all amendments, supplements, restatements and other
modifications, if any, from time to time made thereto, the “Securities
Purchase Agreement”)
between the Grantor and the as Lender (the “Lender”),
has
agreed to purchase up to $600,000 of secured convertible debentures of the
Parent (the “Convertible
Debentures”)
subject to the terms and provisions of the Securities Purchase
Agreement;
WHEREAS,
The
Parent shall issue and sell to the Secured Party, as provided in the Securities
Purchase Agreement, and the Secured Party shall purchase, up to Six Hundred
Thousand Dollars ($600,000) of secured convertible debentures (the
“Convertible
Debentures”),
which
shall be convertible into shares of the Parent’s common stock, par value $0.001,
in the respective amounts set forth opposite each Buyer(s) name on
Schedule I attached to the Securities Purchase Agreement;
WHEREAS,
to
induce
the Lender to enter into the transaction contemplated by the Securities Purchase
Agreement, the Convertible Debentures, the Investor Registration Rights
Agreement of even date herewith between the Parent and the Lender (the
“Investor
Registration Rights Agreement”),
and
the Irrevocable Transfer Agent Instructions among the Parent, the Lender, the
Parent’s transfer agent, and Xxxxx Xxxxxxxx, Esq. (the “Transfer
Agent Instructions”)
(collectively referred to as the “Transaction
Documents”),
the
Parent and the Grantor have agreed to grant to the Lender a security interest
in
and to the Patent Collateral (as defined herein and the Patent and Trademark
Agreement by and between the Parent and the Lender dated the date hereof) to
secure all of the Obligations (as defined below).
WHEREAS,
in
connection with the Securities Purchase Agreement, the Parent and the Grantor
have agreed to provide the Lender a general security interest, pursuant Security
Agreement dated as of October ___, 2007 between the Parent, Grantor and the
as
Lender (the “Security
Agreement”)
in the
Pledged Collateral (as this term is defined in the Security
Agreement);
AND
WHEREAS,
as a
condition precedent to the purchasing the Convertible Debentures on the closing
date under the Securities Purchase Agreement, the Grantor is required to execute
and deliver this Agreement and to grant to the Lender a continuing security
interest in all of the Patent and Trademark Collateral (as hereinafter defined)
to secure all Obligations (as defined in the Security
Agreement);
AND
WHEREAS,
in
connection with the Securities Purchase Agreement dated July 20, 2006, the
Grantor provided the Lender a general security interest, pursuant Security
Agreement dated as of July 20, 2006 between the Grantor and the as Lender (the
“2006
Security Agreement”)
in the
Pledged Collateral (as this term is defined in the 2006 Security
Agreement);
AND
WHEREAS,
as a
condition precedent to the purchasing the Convertible Debentures on the closing
date under the Securities Purchase Agreement, the Grantor is required to execute
and deliver this Agreement and to grant to the Lender a continuing security
interest in all of the Patent and Trademark Collateral (as hereinafter defined)
to secure all Obligations under and as defined in the 2006 Security
Agreement)
AND
WHEREAS,
the
Grantor has duly authorized the execution, delivery and performance of this
Agreement;
NOW
THEREFORE,
for
good and valuable consideration, the receipt of which is hereby acknowledged,
the Grantors agree as follows:
SECTION
1. Definitions.
Unless
otherwise defined herein otherwise requires, terms used in this Agreement,
including its preamble and recitals, have the meanings provided in the
Securities Purchase Agreement.
SECTION
2. Grant
of Security Interest.
For good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, to secure the payment and performance of all of the Obligations
by
the Grantor, the Grantor does hereby mortgage, pledge and hypothecate to the
Lender and grant to the Lender a security interest in all of the following
property (the “Patent
Collateral”),
now
owned and existing:
(a) all
letters patent and applications for letters patent throughout the world,
including all patent applications in preparation for filing anywhere in the
world and including each patent and patent application referred to in
Schedule
“A”
hereto;
(b) all
reissues, divisions, continuations, continuations-in-part, extensions, renewals
and reexaminations of any of the items described in clause (a);
(c) all
patent licenses and other agreements providing the Grantor with the right to
use
any of the items of the type referred to in clauses (a) and (b), including
each
patent license referred to in Schedule
“A”
hereto;
(d) the
right
to xxx third parties for past, present or future infringements of any Patent
Collateral described in clauses (a) and (b) and, to the extent applicable,
clause (c); and
(e) all
proceeds of, and rights associated with, the foregoing, (including license
royalties and proceeds of infringement suits), and all rights corresponding
thereto throughout the world.
SECTION
3. Security
Agreement.
This
Agreement has been executed and delivered by the Grantor for the purpose of
recording the security interest of the Lender in the Patent Collateral relating
to patents referred to in Schedule
“A”
with the
United States Patent and Trade Marks Office, to the extent it may be so
registered therein. The security interest granted hereby has been granted as
a
supplement to, and not in limitation of, the security interest granted to the
Lender under the Security Agreement. The Security Agreement (and all rights
and
remedies of the Lender thereunder) shall remain in full force and effect in
accordance with its terms.
2
SECTION
4. Release
of Security Interest.
Upon
payment in full of all Obligations and the termination of the Securities
Purchase Agreement, the Lender shall, at the Grantor’s expense, execute and
deliver to the Grantor all instruments and other documents as may be necessary
or proper to release the lien on any security interest in the Patent Collateral
which has been granted hereunder.
SECTION
5. Acknowledgement.
The
Grantor does hereby further acknowledge and affirm that the rights and remedies
of the Lender with respect to the security interest in the Patent Collateral
granted hereby are more fully set forth in the Security Agreement, the terms
and
provisions of which (including the remedies provided for therein) are
incorporated by references herein as if fully set forth herein.
SECTION
6. Securities
Purchase Agreement.
Notwithstanding any other term or provision hereof, in the event that any
provisions hereof contradict and are incapable of being construed in conjunction
with the provisions of the Securities Purchase Agreement, the provisions of
the
Securities Purchase Agreement shall take precedence over those contained herein
and, in particular, if any act of the Grantor is expressly permitted under
the
Securities Purchase Agreement but is prohibited hereunder, any such act shall
be
permitted hereunder and any encumbrance expressly permitted under the Securities
Purchase Agreement to exist or to remain outstanding shall be permitted
hereunder and thereunder. This instrument, document or agreement may be sold,
assigned or transferred by the Agent in accordance with the terms of the
Securities Purchase Agreement.
SECTION
7. Counterparts.
This
Agreement may be executed by the parties hereto in several counterparts, each
of
which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement to be duly executed and delivered
by
their respective officers thereunto duly authorized as of the day and first
year
above written.
3
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SUBSIDARY
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ROBOTIC
WORKSPACE TECHNOLOGIES, INC.
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By:
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Name:
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Title:
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INNOVA
ROBOTICS AND AUTOMATION, INC.
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By:
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Name:
Xxxxxx Xxxxxxx
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Title:
Chief Executive Officer
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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 __________, 2007.
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Notary
Public
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YA
GLOBAL INVESTMENTS, L.P.
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By:
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Yorkville Advisors, LLC | |
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Its:
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Investment Manager | |
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By:
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Name:
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Xxxx Xxxxxx | |
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Title:
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President and Portfolio Manager | |
4
SCHEDULE
“A”
U.S.
Letters Patent And Applications
For
Letters Patent Of Xxxxxx Electronics, Inc.
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Holder
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Title
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Filing Date
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Application
Number
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Class
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Issue Date
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Registration
Number
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||||||
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Robotic
Workspace Technologies
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Versatile
robot control system
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December
28, 2000
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09/750,433
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700/245
;
318/568.11;
318/568.13;
318/568.16;
318/573;
318/574;
700/247;
700/248;
700/249;
700/259;
700/260;
701/23;
701/24;
901/16;
901/2;
901/47;
901/8
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August
27, 2002
|
Patent
# 6,442,451
|
|||||||
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Robotic
Workspace Technologies
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Automation
equipment control system
|
August
26, 2002
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10/227,660
|
700/245
;
318/568.11;
318/568.13;
318/568.16;
318/573;
318/574;
345/157;
700/247;
700/248;
700/249;
700/259;
700/260;
701/23;
707/10;
709/203;
709/213;
709/217;
709/225;
709/229;
715/862;
901/16;
901/2;
901/47;
901/8
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January
6, 2004
|
Patent
# 6,675,070
|
A-1
|
Robotic
Workspace Technologies
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Automation
equipment control system
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December
30, 2003
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10/749,048
|
700/245
;
318/568.11;
318/568.13;
318/568.16;
318/573;
318/574;
700/247;
700/248;
700/249;
700/259;
700/260;
701/23;
707/10;
709/203;
709/217;
709/225;
709/229;
901/16;
901/2;
901/47;
901/8
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July
26, 2005
|
Patent
# 6,922,611
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|||||||
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Robotic
Workspace Technologies
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Automation
equipment control system
|
July
26, 2005
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20050267637
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700/245
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Pending
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Pending
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A-2
