EXHIBIT 10.2
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NEGATIVE PLEDGE AGREEMENT
This Negative Pledge Agreement is made as of January 16, 2007
("Agreement"), by and between ThinkEngine Networks, Inc., a Delaware Corporation
(the "Debtor") and VENCORE SOLUTIONS LLC, a Delaware Limited Liability Company
("Lender").
In connection with that certain Loan and Security Agreement of even
date herewith, issued by Debtor to Lender (the "Loan Agreement") and the other
related documents being concurrently executed between Debtor and Lender in
connection therewith, Debtor hereby agrees as follows:
1. Except for the granting of non-exclusive licenses in the ordinary
course of business, Debtor shall not (i) sell, transfer, assign, mortgage,
pledge, lease, grant a security interest in, or encumber, (ii) enter into any
agreement, document, instrument or other arrangement (except with or in favor of
Lender) with any person which directly or indirectly prohibits or has the effect
of prohibiting Debtor from selling, transferring, assigning, mortgaging,
pledging, leasing, granting a security interest in, or encumbering, or (iii)
enter into any negative pledge agreement or other similar agreement or
arrangement with any person (except with or in favor of Lender) pursuant to
which Debtor directly or indirectly agrees that it will not assign, pledge,
mortgage, lease or grant a security interest in or upon, any of Debtor's
intellectual property, including, without limitation, the following:
(a) Any and all copyright rights, copyright applications,
copyright registrations and like protection in each work or authorship and
derivative work thereof, whether published or unpublished and whether or not the
same also constitutes a trade secret, now or hereafter existing, created,
acquired or held (collectively, the "Copyrights");
(b) Any and all trade secrets, and any and all intellectual
property rights in computer software and computer software products now or
hereafter existing, created, acquired or held;
(c) Any and all design rights which may be available to Debtor now
or hereafter existing, created, acquired or held;
(d) All patents, patent applications and like protections,
including, without limitation, improvements, divisions, continuations, renewals,
reissues, extensions and continuations-in-part of the same, including, without
limitation, the patents and patent applications (collectively, the "Patents");
(e) Any trademark and servicemark rights, whether registered or
not, applications to register and registrations of the same and like
protections, and the entire goodwill of the businesses of Debtor connected with
and symbolized by such trademarks (collectively, the "Trademarks");
(f) Any and all claims for damages by way of past, present and
future infringements of any of the rights included above, with the right, but
not the obligation, to xxx for
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and collect such damages for said use or infringement of the intellectual
property rights identified above;
(g) All licenses or other rights to use any of the Copyrights,
Patents or Trademarks and all license fees and royalties arising from such use
to the extent permitted by such license or rights;
(h) All amendments, extensions, renewals and extensions of any of
the Copyrights, Patents or Trademarks; and
(i) All proceeds and products of the foregoing, including, without
limitation, all payments under insurance or any indemnity or warranty payable in
respect of any of the foregoing.
2. Initially capitalized terms used herein without definition shall
have the same meanings as set forth in the Loan Agreement.
3. This Agreement shall terminate upon the payment and performance in
full of the Obligations and expiration or termination of Lender's commitment to
make any Advances under the Loan Agreement.
DEBTOR THINKENGINE NETWORKS, INC., A
DELAWARE CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
Title: CEO
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Acknowledged and Agreed:
VENCORE SOLUTIONS LLC, A DELAWARE
LIMITED LIABILITY COMPANY
By: /s/ Xxx Xxxxxxxxx
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Title: Asst. Vice President
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