GRANT OF SECURITY INTEREST IN PATENTS
Exhibit
10.11
This
Grant of Security Interest in Patents, dated as of June 30, 2009, is made
between XxXxxx, Inc., a Nevada corporation having a place of business at 0000
XxXxx Xxxxxx, Xxxxxx, Xxxxxxxxxx (the “Grantor”) and Northlight Financial LLC, a
Delaware limited liability company, having a place of business 00 Xxxx 00xx Xxxxxx,
00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Secured Party”);
WHEREAS,
Grantor is the owner of the patents and the patent applications identified in
the attached Schedule A (the “Patents”);
WHEREAS,
Grantor is obligated to the Secured Party under the terms of that certain
Security Agreement among Grantor and the Secured Party dated June 30, 2009 (the
“Security Agreement”); and
WHEREAS,
pursuant to the Security Agreement, Grantor is granting the Secured Party a
security interest in the Patents, all proceeds thereof, all rights corresponding
thereto and all reissues, divisions, continuations, continuations-in-part,
renewals and extensions thereof.
NOW THEREFORE, for good and valuable
consideration, receipt of which is hereby acknowledged, Grantor does hereby
grant and assign to Secured Party a security interest in and to all of Grantor’s
rights, title and interest in and to the Patents and all rights corresponding
thereto, including, without limitation, (i) all reissues, divisions,
continuations, continuations-in-part, renewals and extensions thereof; (ii) all
proceeds, income, royalties, damages and payments now due or payable or which
hereafter become due or payable with respect thereto; (iii) all causes of action
(in law or equity) and rights to xxx, counterclaims and/or recoveries for past,
present or future infringements thereof; and (iv) all rights corresponding to
the foregoing throughout the world.
Grantor
hereby agrees to execute all papers and to perform all other proper acts
requested by Secured Party or its successors or assigns to secure to Secured
Party or its successors or assigns the rights hereby transferred.
Grantor
does hereby acknowledge and affirm that the rights and remedies of Secured Party
with respect to the foregoing security interest in the Patents made and granted
hereby are more fully set forth in the Security Agreement, the terms and
provisions of which are hereby incorporated herein by reference as if fully set
forth herein, and that this document is subject to the terms and conditions of
the Security Agreement.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the undersigned have executed this Grant of Security Interest
in Patents this ___ day of June, 2009.
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XXXXXX,
INC.
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By:
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Name:
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Title:
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STATE
OF
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COUNTY
OF
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Before
me, the undersigned, a Notary Public of the State of ____________, personally
appeared _________________________, having been sworn by me according to law did
depose and say he/she was the ________________ of XxXxxx, Inc. and
did acknowledge the execution of the foregoing Grant of Security Interest in
Patents on behalf of XXXXXX, INC.
IN
WITNESS WHEREOF, I have hereunto set my hand and official seal as of this ___ of
June, 2009.
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Notary
Public
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(Notarial
Seal)
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NORTHLIGHT
FINANCIAL LLC
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By:
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Name:
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Title:
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STATE
OF
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}
ss:
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COUNTY
OF
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}
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Before
me, the undersigned, a Notary Public of the State of ____________, personally
appeared ______________________________, having been sworn by me according to
law did depose and say he/she was the _________________ of Northlight
Financial LLC and did acknowledge the execution of the foregoing Grant of
Security Interest in Patents on behalf of NORTHLIGHT FINANCIAL LLC
IN
WITNESS WHEREOF, I have hereunto set my hand and official seal as of this ___ of
June, 2009.
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Notary
Public
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(Notarial
Seal)
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Schedule
A
[Patents]
4
