INTELLECTUAL PROPERTY SECURITY AGREEMENT
Exhibit 10.4
This
INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of December 17, 2009, (the
“Agreement”) between BRIDGE BANK, NATIONAL ASSOCIATION (“Lender”) and ALOT,
Inc., (“Grantor”) is made with reference to the Business Financing Agreement,
dated as of December 17, 2009 (as amended from time to time, the “Financing
Agreement”), between Lender and Grantor. Terms defined in the Financing
Agreement have the same meaning when used in this Agreement.
For good
and valuable consideration, receipt of which is hereby acknowledged, Grantor
hereby covenants and agrees as follows:
To secure
the Obligations under the Financing Agreement, Grantor grants to Lender a
security interest in all right, title, and interest of Grantor in any of the
following, whether now existing or hereafter acquired or created in any and all
of the following property (collectively, the “Intellectual Property
Collateral”):
(a)
copyright rights, copyright applications, copyright registrations and like
protections 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published or unpublished and whether or not the same also constitutes a trade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”), including the Copyrights described in Exhibit A;
(b)
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 business of Borrower connected with and symbolized by such
trademarks (collectively, the “Trademarks”), including the Trademarks described
in Exhibit B;
(c)
patents, patent applications and like protections including without limitation
improvements, divisions, continuations, renewals, reissues, extensions and
continuations-in-part of the same (collectively, the “Patents”), including the
Patents described in Exhibit C;
(d) mask
work or similar rights available for the protection of semiconductor chips or
other products (collectively, the “Mask Works”);
(e) trade
secrets, and any and all intellectual property rights in computer software and
computer software products;
(f)
design rights;
(g)
claims for damages by way of past, present and future infringement of any of the
rights included above, with the right, but not the obligation, to xxx for and
collect such damages for said use or infringement of the intellectual property
rights identified above;
(h)
licenses or other rights to use any of the Copyrights, Patents, Trademarks, or
Mask Works, and all license fees and royalties arising from such use to the
extent permitted by such license or rights;
(i)
amendments, renewals and extensions of any of the Copyrights, Trademarks,
Patents, or Mask Works; and
(j)
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.
The
rights and remedies of Lender with respect to the security interests granted
hereunder are in addition to those set forth in the Financing Agreement, and
those which are now or hereafter available to Lender as a matter of law or
equity. Each right, power and remedy of Lender provided for herein or in the
Financing Agreement, 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 Lender of any one or more of
such rights, powers or remedies does not preclude the simultaneous or later
exercise by Lender of any other rights, powers or remedies.
1
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
GRANTOR: | LENDER: | |||
ALOT,
INC.
|
BRIDGE BANK, NATIONAL ASSOCIATION | |||
By: |
/s/ Xxxx X. Xxxxxxx
|
By: |
/s/ Xxxxx Xxxxxxxxx
|
|
Name: |
Xxxx X. Xxxxxxx
|
Name: |
Xxxxx Xxxxxxxxx
|
|
Title: |
General Counsel
|
Title: |
Vice President
|
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Address for
Notices:
|
Address for
Notices:
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|||
Attn:
Xxxx Xxxxxxx
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Attn:
Xxx Xxxxxxx
|
|||
0000
Xxxxxxxxx Xxxxxxx Xxxx, Xxxxx 000
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55
Almaden Blvd. Ste. 100
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|||
Fort
Xxxxx, FL 33907
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Xxx
Xxxx, XX 00000
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|||
Tel:
(000) 000-0000
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Tel:
(000) 000-0000
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|||
Fax:
(000) 000-0000
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Fax:
(000) 000-0000
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2
EXHIBIT
A
COPYRIGHTS
Please Check if No Copyrights Exist
x
Type of
Work:
|
Title:
|
International
Standard Serial
Number
(ISSN):
|
Registration
Number:
|
Filing
Date:
|
Preregistered?
|
3
EXHIBIT
B
TRADEMARKS
Please Check if No Trademarks
Exist ¨
Xxxx
/ Title:
|
U.S.
Serial
Number:
|
U.S.
Registration
Number:
|
UPTO
Reference
Number:
|
Filing
Date:
|
ALOT
TOOLBAR
|
77/627,387
|
3,653,978
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12/05/08
|
|
ALOT
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77/209,508
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3,439,474
|
06/19/07
|
|
VERTRO
|
77/853,928
|
10/21/09
|
4
EXHIBIT
C
PATENTS
Please Check if No Patents Exist
¨
Title:
|
Patent
Number:
|
Application
Serial
Number:
|
Issued
or
Published?
|
Issue
Date:
|
5