exhibi10-2.htm




 


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT is entered into as of April 19, 2012 by and among AVIDBANK CORPORATE FINANCE, A DIVISION OF AVIDBANK, a California corporation (“Bank”) and AUXILIO, INC., a Nevada corporation (“Auxilio”) and AUXILIO SOLUTIONS, INC., a California corporation (“Solutions”).  Auxilio and Solutions are each referred to herein as a “Grantor” and collectively, as the “Grantors”).


 


Recitals


 


Bank has agreed to make certain advances of money and to extend certain financial accommodation to Grantors (the “Loans”) in the amounts and manner set forth in that certain Loan and Security Agreement by and between Bank and Grantors (as amended from time to time, the “Loan Agreement”) dated of even date herewith.  Capitalized terms used herein have the meaning assigned in the Loan Agreement.  Bank is willing to make the credit extensions to Grantors, but only upon the condition, among others, that each Grantor shall grant to Bank a security interest in all of such Grantor’s right title, and interest in, to and under all of the Collateral whether presently existing or hereafter acquired


 


Now, Therefore, each Grantor agrees as follows:


 


Agreement


 


To secure performance of Grantors’ obligations under the Loan Agreement, each Grantor grants to Bank a security interest in all of such Grantor’s right, title and interest in such Grantor’s intellectual property (including without limitation those Copyrights, Patents and Trademarks listed on Exhibits A, B and C hereto), including without limitation all proceeds thereof (such as, by way of example but not by way of limitation, license royalties and proceeds of infringement suits).  This security interest is granted in conjunction with the security interest granted to Bank under the Loan Agreement.  Each right, power and remedy of Bank provided for herein shall not preclude the simultaneous or later exercise by Bank of any or all other rights, powers or remedies.


 


This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument.


 


[SIGNATURE PAGE FOLLOWS.]


 






  





  











  








 


In Witness Whereof, the parties have caused this Intellectual Property Security Agreement to be duly executed as of the first date written above.


 



	
Address of Borrower:

	
AUXILIO, INC.


 


	
c/o Auxilio, Inc.


26300 La Alameda, Suite 100


Mission Viejo, CA 92691


Attn:  Joseph Flynn, CEO; Paul Anthony, CFO


Attn:  Matt Hill, CEO


 

	
By: /s/ Paul T. Anthony                                                              


 


Print Name: Paul T. Anthony                                                     


 


Title: CFO                                                    


	  	  
	  	
AUXILIO SOLUTIONS, INC.


 


	  	

By: /s/ Paul T. Anthony 


 


Print Name: Paul T. Anthony 


 


Title: CFO                                                 




	  	  
	  	  
	
Address of Bank:

	
AVIDBANK CORPORATE FINANCE,


A DIVISION OF AVIDBANK


 


	
400 Emerson Street


Palo Alto, CA 94301


Attn:  Mike Hansen and Jon Krogstad

	
By: /s/ Jon Krogstad                                                


 


Title:  SVP                                                    







 


 




  





  











  






 


 


Exhibit A


 


Copyrights


 



	

Title



	 	

Registration Number



	 	

Registration Date




	  	 	  	 	  
	  	 	  	 	  














  





  











  






 


 


Exhibit B


 


Patents


 



	

Title



	 	

Serial/ Patent Number



	 	

Application/ Issue Date




	  	 	  	 	  
	  	 	  	 	  










 




  





  











  






 


 


Exhibit C


 


Trademarks


 



	
Description

	 	
Serial / Registration Number

	 	
Application /Registration Date