Exhibit 10.6
GRANT OF SECURITY INTEREST
IN PATENTS AND TRADEMARKS
THIS GRANT OF SECURITY INTEREST ("Grant"), effected as of January 20,
2006, is executed by DataLogic International, Inc., a Delaware corporation
(the "Grantor"), in favor of Laurus Master Fund, Ltd. (the "Secured Party").
A. Pursuant to a Master Security Agreement dated as of the date
hereof (as amended, restated, supplemented or otherwise modified from time to
time, the "Security Agreement") among the Grantor, certain other Assignors (as
defined in the Security Agreement), and the Secured Party, the terms and
provisions of which are hereby incorporated herein as if fully set forth
herein, the Grantor and the other Assignors have granted a security interest
to the Secured Party in consideration of the Secured Party's agreement to
provide financial accommodations to DataLogic International, Inc.
B. The Grantor (1) has adopted, used and is using the trademarks
reflected in the trademark registrations and trademark applications in the
United States Patent and Trademark Office more particularly described on
Schedule 1 annexed hereto as part hereof (the "Trademarks"), and (2) has
registered or applied for registration in the United States Patent and
Trademark Office of the patents more particularly described on Schedule
2annexed hereto as part hereof (the "Patents").
C. The Grantor wishes to confirm its grant to the Secured Party of a
security interest in all right, title and interest of the Grantor in and to
the Trademarks and Patents, and all proceeds thereof, together with the
business as well as the goodwill of the business symbolized by, or related or
pertaining to, the Trademarks, and the customer lists and records related to
the Trademarks and Patents and all causes of action which may exist by reason
of infringement of any of the Trademarks and Patents (collectively, the "T&P
Collateral"), to secure the payment, performance and observance of the
Obligations (as that term is defined in the Security Agreement).
NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged:
1. The Grantor does hereby further grant to the Secured Party a
security interest in the T&P Collateral to secure the full and prompt payment,
performance and observance of the Obligations.
2. The Grantor agrees to perform, so long as the Security Agreement
is in effect, all acts deemed necessary or desirable by the Secured Party to
permit and assist it, at the Grantor's expense, in obtaining and enforcing the
Trademarks and Patents in any and all countries. Such acts may include, but
are not limited to, execution of documents and assistance or cooperation in
legal proceedings. The Grantor hereby appoints the Secured Party as the
Grantor's attorney-in-fact to execute and file any and all agreements,
instruments, documents and papers as the Secured Party may determine to be
necessary or desirable to evidence the Secured Party's security interest in
the Trademarks and Patents or any other element of the T&P Collateral, all
acts of such attorney-in-fact being hereby ratified and confirmed.
3. The Grantor acknowledges and affirms that the rights and remedies
of the Secured Party with respect to the security interest in the T&P
Collateral granted hereby are more fully set forth in the Security Agreement
and the rights and remedies set forth herein are without prejudice to, and are
in addition to, those set forth in the Security Agreement. In the event that
any provisions of this Grant are deemed to conflict with the Security
Agreement, the provisions of the Security Agreement shall govern.
4. The Grantor hereby authorizes the Secured Party to file all such
financing statements or other instruments to the extent required by the
Uniform Commercial Code and agrees to execute all such other documents,
agreements and instruments as may be required or deemed necessary by the
Secured Party, in each case for purposes of affecting or continuing Secured
Party's security interest in the T&P Collateral.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Grantor has caused this instrument to be
executed as of the day and year first above written.
DATALOGIC INTERNATIONAL, INC.
By:/s/Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: CEO
LAURUS MASTER FUND, LTD.
By:/s/Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Director
SCHEDULE 1 TO GRANT OF SECURITY INTEREST
REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS
Registration
Registration of filing Expiration
Borrower Mark No. Date Date Owner Country
DataLogic Panther Trak 78/603,733 4/7/2005 DataLogic US
Int'l
(application
pending)
CBSi BounceGPS 76/628126, various Pending US
76/628139, assignment
76/628127 and to DataLogic
76/628125 Int'l)
SCHEDULE 2 TO GRANT OF SECURITY INTEREST
PATENTS AND PATENT APPLICATIONS
Application Issue or Expiration
Borrower or Patent No. Country Filing Date Date Title Owner
DataLogic 10/209,669 US 8/1/2002 Apparatus and CBSi
Method for (Assign
Asset Tracking ment to
DataLogic
pending)
STATE OF ARIZONA )
) ss.:
COUNTY OF MARICOPA )
On this 18th day of January 2006, before me personally came Xxxxx Xxxxx
who, being by me duly sworn, did state as follows: that [s]he is CEO of
DataLogic International, Inc. that [s]he is authorized to execute the
foregoing Xxxxx on behalf of said corporation and that [s]he did so by
authority of the [Board of Directors] of said corporation.
/s/Xxxxx X. Xxxxxxx
Notary Public
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 20th day of January 2006, before me personally came Xxxxx Xxxx
who, being by me duly sworn, did state as follows: that he is a Director of
Laurus Master Fund, Ltd., that he is authorized to execute the foregoing Grant
on behalf of said company and that he did so by authority of the Board of
Directors of said company.
/s/Xxxxxxxxxxx X. Xxxx
Notary Public
