WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • July 28th, 2008 • St. Bernard Software, Inc. • Services-prepackaged software • California
This Warrant Purchase Agreement (the "Agreement") is made as of July 21, 2008 (the "Closing Date") by and between St. Bernard Software, Inc., a Delaware corporation, with its principal place of business at 15015 Avenue of Science, San Diego, CA 92128 (the "Company"), and Partners For Growth II, L.P., a Delaware limited partnership ("Purchaser").
WARRANTWarrant Purchase Agreement • July 28th, 2008 • St. Bernard Software, Inc. • Services-prepackaged software • Delaware
THIS WARRANT (THE "WARRANT") IS ISSUED PURSUANT TO THE TERMS OF THE PROVISIONS OF A WARRANT PURCHASE AGREEMENT (THE "AGREEMENT") BETWEEN ST. BERNARD SOFTWARE, INC. (THE "COMPANY") AND THE INITIAL WARRANT HOLDER. A COPY OF SUCH AGREEMENT IS ON FILE AT THE OFFICE OF THE CORPORATE SECRETARY OF THE COMPANY. THIS SECURITY WAS SOLD IN A PRIVATE TRANSACTION, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED OR SOLD ONLY IF REGISTERED UNDER THE SECURITIES ACT AND SUCH LAWS OR IF AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS IS AVAILABLE.
Loan and Security AgreementLoan and Security Agreement • July 28th, 2008 • St. Bernard Software, Inc. • Services-prepackaged software • California
THIS LOAN AND SECURITY AGREEMENT is entered into on'the above date between PARTNERS FOR GROWTH II, L.P. ("PFG"), whose address is 180 Pacific Avenue, San Francisco, CA 94111 and the borrower(s) named above (jointly and severally, the "Borrower"), whose chief executive office is located at the above address ("Borrower's Address"). The Schedule to this Agreement (the "Schedule") being signed by the parties concurrently, is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • July 28th, 2008 • St. Bernard Software, Inc. • Services-prepackaged software • California
This Intellectual Property Security Agreement is entered into as of July 21, 2008, by and between PARTNERS FOR GROWTH II, L.P. ("PFG") and St. Bernard Software, Inc., a Delaware corporation (individually and collectively, "Grantor"), with reference to the following facts:
