INTELLECTUAL PROPERTY SECURITY AGREEMENT
Exhibit 10.9
This Intellectual Property Security Agreement is entered into as of August 24, 2006, by and
between SILICON VALLEY BANK (“Bank”) and STARVOX COMMUNICATIONS, INC. (“Grantor”).
RECITALS
A. Bank 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 Bank, Grantor and Capital Telecommunications, Inc. dated of even
date herewith (as the same may be amended, modified or supplemented from time to time, the “Loan
Agreement”; capitalized terms used herein are used as defined in the Loan Agreement). Bank is
willing to make the Loans to Grantor, but only upon the condition, among others, that Grantor shall
grant to Bank a security interest in certain Copyrights, Trademarks, Patents, and Mask Works to
secure the obligations of Grantor under the Loan Agreement.
B. Pursuant to the terms of the Loan Agreement, Grantor has granted to Bank a security
interest in all of Grantor’s right, title and interest, whether presently existing or hereafter
acquired, in, to and under all of the Collateral.
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged,
and intending to be legally bound, as collateral security for the prompt and complete payment when
due of its obligations under the Loan Agreement, Grantor hereby represents, warrants, covenants and
agrees as follows:
AGREEMENT
To secure its obligations under the Loan Agreement, Grantor grants and pledges to Bank a
security interest in all of Grantor’s right, title and interest in, to and under its Intellectual
Property Collateral (including without limitation those Copyrights, Patents, Trademarks and Mask
Works listed on Schedules A, B, C, and D hereto), and 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), the right to xxx for past, present and future infringements, all rights
corresponding thereto throughout the world and all re-issues, divisions continuations, renewals,
extensions and continuations-in-part thereof.
This security interest is granted in conjunction with the security interest granted to Bank
under the Loan Agreement. The rights and remedies of Bank with respect to the security interest
granted hereby are in addition to those set forth in the Loan Agreement and the other Loan
Documents, and those which are now or hereafter available to Bank as a matter of law or equity.
Each right, power and remedy of Bank provided for herein or in the Loan Agreement or any of the
Loan Documents, or now or hereafter existing at law or in equity shall be cumulative and concurrent
and shall be in addition to every right, power or remedy provided for herein and the exercise by
Bank of any one or more of the rights, powers or remedies provided for in this Intellectual
Property Security Agreement, the Loan Agreement or any of the other Loan Documents, or now or
hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by
any person, including Bank, of any or all other rights, powers or remedies.
IN WITNESS WHEREOF, the parties have cause this Intellectual Property Security Agreement to be
duly executed by its duly authorized officer as of the date first written above.
| GRANTOR: | ||||||||||
| Address of Grantor: | STARVOX COMMUNICATIONS, INC. | |||||||||
| 0000 Xxxxxxx Xxxxxxx | By: | /s/ Xxxxxx Xxxxxx | ||||||||
| Xxx Xxxx, XX 00000 | ||||||||||
| Title: | CEO | |||||||||
Attn:
|
Chief Financial Officer | |||||||||
| BANK: | ||||||||||
| Address of Bank: | SILICON VALLEY BANK | |||||||||
| 000 Xxxxx Xxxxxx, Xxxxx 0000 | By: | /s/ Xxx Xxxxx | ||||||||
| Xxx Xxxxxxxxx, XX 00000 | ||||||||||
| Title: | Senior VP | |||||||||
Attn:
|
Xxx Xxxxx | |||||||||
2
EXHIBIT A
Copyrights
| Registration/ | Registration/ | |||
| Application | Application | |||
| Description | Number | Date | ||
Netrax
|
NA | NA | ||
VoiceWorks
|
NA | NA |
EXHIBIT B
Patents
| Registration/ | Registration/ | |||
| Application | Application | |||
| Description | Number | Date | ||
Apparatus & Method for Integrated Voice Gateway
|
A 67355 | 7/25/97 | ||
Mobile Phone Network
|
A 68055 | 5/12/99 | ||
IP PBX
|
A 68255 | 7/14/99 |
EXHIBIT C
Trademarks
| Registration/ | Registration/ | |||
| Application | Application | |||
| Description | Number | Date | ||
StarVox |
2,465,929 | 6/4/97 |
EXHIBIT D
Mask Works
| Registration/ | Registration/ | |||
| Application | Application | |||
| Description | Number | Date | ||
NONE |
