Unassociated Document


     

    Exhibit
10.3

     

    INTELLECTUAL
PROPERTY SECURITY AGREEMENT

    
      


      This
INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of December 17, 2009, (the
“Agreement”) between BRIDGE BANK, NATIONAL ASSOCIATION (“Lender”) and Vertro,
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unpublished and whether or not the same also constitutes a trade secret, now or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 sue 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.

    

     

    
      
        
        

      

      
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      IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.

      


      
        	GRANTOR:	 	LENDER:
	 	 
      	 	 	 
      
	VERTRO,
      INC.	 	BRIDGE
      BANK, NATIONAL ASSOCIATION
	 	 
      	 	 	 
      
	 	 
      	 	 	 
      
	By:	
                /s/ John B. Pisaris

              	 	By:	
                /s/ Sarah Henderson

              
	 	 
      	 	 	 
      
	Name:	
                John B. Pisaris

              	 	Name:	
                Sarah Henderson

              
	 	 
      	 	 	 
      
	Title:	
                General Counsel

              	 	Title:	
                Vice President

              
	 	 
      	 	 	 
      
	 	
                Address for
      Notices:

              	 	 	
                Address for
      Notices:

              
	 	
                Attn:
      John Pisaris

              	 	 	
                Attn:
      Lee Shodiss

              
	 	
                5220
      Summerlin Commons Blvd, Suite 500

              	 	 	
                55
      Almaden Blvd. Ste. 100

              
	 	
                Fort
      Myers, FL 33907

              	 	 	
                San
      Jose, CA 95113

              
	 	
                Tel:
      (239) 561-7229

              	 	 	
                Tel:
      (408) 423-8500

              
	 	
                Fax:
      (561) 491-2716

              	 	 	
                Fax:
      (408) 423-8510

              


      

      


       

      
        
          
          

        

        
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      EXHIBIT
A

      


      COPYRIGHTS

       

      Please Check
if No Copyrights Exist x

       

      
        
          	
                  Type of
      Work:

                	
                  Title:

                	
                  International Standard
      Serial Number (ISSN):

                   

                	
                  Registration
      Number:

                	
                  Filing
      Date:

                	
                  Preregistered?

                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


        

        


         

      

      
        
          
          

        

        
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      EXHIBIT
B

      


      TRADEMARKS

      


      Please
Check if No Trademarks Exist o

       

      
        


        
          	
                  Mark
      / Title:

                   

                	
                  U.S.
      Serial Number:


                	
                  U.S.
      Registration Number:

                   

                	
                  UPTO
      Reference Number:

                   

                	
                  Filing Date:

                   

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


        

        
 

      

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
C

      


      PATENTS

      


      Please
Check if No Patents Exist o

       

       

      
        
          	
                  Title:

                   

                	
                  Patent
      Number:


                	
                  Application
      Serial Number:

                   

                	
                  Issued
      or Published?

                   

                	
                  Issue
      Date:

                   

                
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


        

        
 

        
          
            
            

          

          
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