AMENDMENT NO. 1 TO SECURITY AGREEMENT
AMENDMENT
NO. 1
TO
THIS
AMENDMENT NO. 1 to the Security Agreement (the “Amendment”)
is
entered into effective as of July 14,
2005,
by and among Axeda Systems Inc. a Delaware corporation (the “Company”),
Axeda
Systems Operating Company, Inc., a Massachusetts corporation (“ASOC”),
Axeda
IP, Inc., a Nevada corporation (the “Subsidiary”),
and
JMI Equity Fund V, L.P., a Delaware limited partnership, and JMI Equity Fund
V
(AI), L.P., a Delaware limited partnership (collectively, the “Purchasers”).
WHEREAS,
the Company, ASOC and the Purchasers have entered into that certain Security
Agreement, dated as of July 8, 2005 (the “Security
Agreement”).
WHEREAS,
the Company, ASOC, the Subsidiary and the Purchasers desire to amend the
provisions of the Security Agreement to include the Subsidiary as a “Guarantor”
and an “Obligor” under the Security Agreement.
NOW,
THEREFORE, in consideration of the foregoing and the mutual promises and
conditions of the Amendment, and for other good and valuable consideration,
the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Additional
Guarantor and Obligor.
The
Security Agreement is hereby amended to include the Subsidiary as a “Guarantor”
and an “Obligor” for all purposes under the Security Agreement effective as of
July 8, 2005, and the Subsidiary hereby consents and agrees to become a party
to
the Security Agreement as a “Guarantor” and an “Obligor” and agrees to be bound
by, and subject to, all of the obligations and liabilities thereunder.
2. Amendment
of Security Agreement.
This
Amendment hereby amends the Security Agreement. Except as explicitly provided
in
this Amendment, the Security Agreement will remain unchanged and in full
force
and effect. The term “Security Agreement” as used in the Security Agreement and
all other instruments and agreements executed thereunder shall for all purposes
refer to the Security Agreement as amended by this Amendment.
3. Counterparts.
This
Amendment may be executed in several counterparts, each of which shall be
deemed
an original, but all of which together shall constitute one and the same
instrument.
4. Capitalized
Terms.
Capitalized terms used but not otherwise defined herein shall have the meaning
ascribed to them in the Security Agreement.
5. Continued
Effect; Conflict of Terms.
Each of
the parties hereto hereby confirms that the Security Agreement, except as
expressly amended by this Amendment, remains in full force and effect. To
the
extent there is any conflict between the terms of the Security Agreement
and
this Amendment, the terms of this Amendment shall take precedence.
6. Governing
Law.
This
Amendment shall be governed by and construed under the laws of the Commonwealth
of Massachusetts, without giving effect to the principles of conflict of
laws
thereof.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment effective
as of
the day and year first written above.
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| By: | /s/ Xxxx Xxxxxx | |
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Name: Xxxx Xxxxxx |
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| Title: President | ||
| AXEDA SYSTEMS OPERATING COMPANY, INC. | ||
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| By: | /s/ Xxxx Xxxxxx | |
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Name: Xxxx Xxxxxx |
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| Title: President | ||
| AXEDA IP, INC. | ||
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| By: | /s/ Xxxx Xxxxxx | |
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Name: Xxxx Xxxxxx |
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| Title: President | ||
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JMI
EQUITY
FUND V, L.P.
By:
JMI Associates V, L.L.C.
its
General Partner
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| By: | /s/ Xxxxxxxx X. Xxxxxxx | |
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Xxxxxxxx X. Xxxxxxx |
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| Managing Member | ||
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JMI
EQUITY
FUND V (AI), L.P.
By:
JMI Associates V, L.L.C.
its
General Partner
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| By: | /s/ Xxxxxxxx X. Xxxxxxx | |
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Xxxxxxxx X. Xxxxxxx |
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| Managing Member | ||
