Your Internet Defender, Inc. 8-K/A


Exhibit 10.06


 


INTELLECTUAL PROPERTY LOAN AGREEMENT


 


This INTELLECTUAL PROPERTY LOAN AGREEMENT (“IP
Security Agreement”), dated as of June 11, 2014, is made by the CORINDUS, INC., a Delaware corporation and CORINDUS SECURITY
CORPORATION, a Delaware corporation (collectively, the “Grantors”) in favor of STEWARD CAPITAL HOLDINGS, LP,
a Delaware limited partnership, and its successors and assigns (together with its successors and assigns, the “Lender”).


 


WHEREAS, Grantors have entered into a Loan and
Security Agreement dated as of [DATE] (the “Loan Agreement”), with the Lender.


 


WHEREAS, under the terms of the Loan Agreement,
the Grantors have granted to the Lender a security interest in, among other property, certain intellectual property of the Grantors,
and have agreed to execute and deliver this IP Security Agreement, for recording with national, federal and state government authorities,
including, but not limited to, the United States Patent and Trademark Office and the United States Copyright Office.


 


NOW THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees with the Lender as follows:


 


1.          Grant of Security. Each Grantor
hereby pledges and grants to the Lender for the ratable benefit of the Secured Parties a security interest in and to all of the
right, title and interest of such Grantor in, to and under the following, wherever located, and whether now existing or hereafter
arising or acquired from time to time (the “IP Collateral”): 


 


(a)          the patents and patent applications set
forth in Schedule 1 hereto and all reissues, divisions, continuations, continuations-in-part, renewals, extensions and reexaminations
thereof and amendments thereto (the “Patents”);


 


(b)          the trademark registrations and applications
set forth in Schedule 2 hereto, together with the goodwill connected with the use of and symbolized thereby and all extensions
and renewals thereof (the “Trademarks”), excluding only United States intent-to-use trademark applications to
the extent that, and solely during the period in which, the grant, attachment or enforcement of a security interest therein would,
under applicable federal law, impair the registrability of such applications or the validity or enforceability of registrations
issuing from such applications;


 


(c)          the copyright registrations, applications
and copyright registrations and applications exclusively licensed to each Grantor set forth in Schedule 3 hereto, and all
extensions and renewals thereof (the “Copyrights”);


 



    	 



    	 



    

 


(d)          all rights of any kind whatsoever of
such Grantor accruing under any of the foregoing provided by applicable law of any jurisdiction, by international treaties and
conventions and otherwise throughout the world;


 


(e)          any and all royalties, fees, income,
payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and


 


(f)          any and all claims and causes of action,
with respect to any of the foregoing, whether occurring before, on or after the date hereof, including all rights to and claims
for damages, restitution and injunctive and other legal and equitable relief for past, present and future infringement, dilution,
misappropriation, violation, misuse, breach or default, with the right but no obligation to sue for such legal and equitable relief
and to collect, or otherwise recover, any such damages.


 


2.          Recordation. Each Grantor authorizes
the Commissioner for Patents, the Commissioner for Trademarks and the Register of Copyrights and any other government officials
to record and register this IP Security Agreement upon request by the Lender.


 


3.          Loan Documents. This IP Security
Agreement has been entered into pursuant to and in conjunction with the Loan Agreement, which is hereby incorporated by reference.
The provisions of the Loan Agreement shall supersede and control over any conflicting or inconsistent provision herein. The rights
and remedies of the Lender with respect to the IP Collateral are as provided by the Loan Agreement and related documents, and nothing
in this IP Security Agreement shall be deemed to limit such rights and remedies.


 


4.          Execution in Counterparts. This
IP Security Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page to this IP Security Agreement by facsimile or in electronic (i.e., “pdf” or “tif”
format) shall be effective as delivery of a manually executed counterpart of this IP Security Agreement.


 


5.          Successors and Assigns. This IP
Security Agreement will be binding on and shall inure to the benefit of the parties hereto and their respective successors and
assigns.


 


6.          Governing Law. This IP Security
Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising
out of or relating to this IP Security Agreement and the transactions contemplated hereby and thereby shall be governed by, and
construed in accordance with, the laws of the United States and the State of Missouri, without giving effect to any choice or conflict
of law provision or rule (whether of the State of Missouri or any other jurisdiction).


 



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[SIGNATURE PAGE FOLLOWS]


 



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IN WITNESS WHEREOF, each Grantor
has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date
first above written.


 


	 	 	 	CORINDUS, INC.
	 	 	 	 	 
	 	 	 	Signature:	
	 	 	 	 	 
	 	 	 	Print Name:	 
	 	 	 	 	 
	 	 	 	Title:	 
	 	 	 	 	 
	 	 	 	CORINDUS SECURITY CORPORATION
	 	 	 	 	 
	 	 	 	Signature:	 
	 	 	 	 	 
	 	 	 	Print Name:	 
	 	 	 	 	 
	 	 	 	Title:	 
	 	 	 	 	 
	Accepted in	 	:	 	 
	 	 	 	 	 
	 	 	 	LENDER:	 
	 	 	 	 	 
	 	 	 	STEWARD CAPITAL HOLDINGS, LP
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	[Name]



 



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SCHEDULES


 


Schedule 1


 


Patents and
Patent Applications


 


Schedule 2


 


Trademark Registrations
and Applications


 


Schedule 3


 


Copyright Registrations
and Applications


 


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