Exhibit 4.5
TRADEMARK SECURITY AGREEMENT
WHEREAS, CommercialWare, Inc., a Delaware corporation ("Grantor") and ASA
International Ltd., a Delaware corporation ("Secured Party") have entered into
that certain Asset Purchase Agreement (the "Asset Purchase Agreement") as of
March 3, 1999 (the "Time of Closing");
WHEREAS, pursuant to the Asset Purchase Agreement, Grantor and Secured
Party have entered into, among other agreements, that certain Security Agreement
(the "General Security Agreement") as of the Time of Closing; and
WHEREAS, pursuant to the Asset Purchase Agreement, Grantor has agreed to
grant to Secured Party a security interest in, among other assets, a certain
Trademark (as defined below).
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Grantor hereby collaterally assigns
and pledges, and grants to the Secured Party, a security interest in and lien
on, and confirms and ratifies the pledge, grant, and lien on, all of Grantor's
right, title and interest in and to the trademarks, now existing or hereafter
acquired, including all registrations, applications, and renewals thereof,
together with that part of the good will of the business symbolized thereby (any
and all being the "Trademark"), including products, advertising, and packaging
embodying the Trademark, and all proceeds from the sale, use, or lease of the
Trademark and products, to secure performance of the terms of the General
Security Agreement, in each case for the following Trademark:
XXXX COUNTRY REG # REG DATE STATUS
Mozart United States 2,153,597 4/28/98 issued
The provisions in the General Security Agreement under the headings
"Debtor's Obligations", "Covenants of Debtor", "Default", "Subordination of
Security Interest", "Governing Law/Binding Effect", "Waivers" and "Termination"
are hereby incorporated herein by reference.
[THIS SPACE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
as of March 3, 1999.
WITNESS: GRANTOR:
COMMERCIALWARE, INC.
/s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxx Xxxxx
------------------------ ----------------------
Title: Chief Operating Officer
WITNESS: SECURED PARTY:
ASA INTERNATIONAL LTD.
/s/ XxxxXxx Xxxxxx
-------------------------- By: /s/ Xxxxxxxx X. XxXxxxxx
----------------------------
Title: Vice President and Treasurer
COMMONWEALTH OF MASSACHUSETTS
Middlesex County, ss. March 3, 1999
Then personally appeared the above-named [NAME] Xxxxxxxx DC. XxXxxxxx,
[TITLE] Vice President + Treasurer as aforesaid, to me known and known to me to
be the individual who executed the foregoing instrument and acknowledged that he
executed the same as his free act and deed before me,
/s/ Xxxxx X. Xxxxx
--------------------------------------
, Notary Public
My commission expires: 9/7/01
COMMONWEALTH OF MASSACHUSETTS
Middlesex County, ss. March 3, 1999
Then personally appeared the above-named [NAME] Xxxxxx Xxxxx,
[TITLE] Chief Operating Officer as aforesaid, to me known and known to me to be
the individual who executed the foregoing instrument and acknowledged that he
executed the same as his free act and deed before me,
/s/ Xxxxx X. Xxxxx
--------------------------------------
, Notary Public
My commission expires: 9/7/01
