stbernard_8k-ex1002.htm


    EXHIBIT
10.2

     

    INTELLECTUAL
PROPERTY SECURITY AGREEMENT

     

    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:

     

    A.  PFG and
Grantor, as Borrower, are parties to that certain Loan and Security Agreement
of even
date with this Agreement (as amended from time to time, the "Loan Agreement").
(Capitalized terms used herein have the meaning assigned in the Loan
Agreement.)

     

    B.  Pursuant
to the Loan Agreement, Grantor has granted to PFG a security interest in all of
the
Collateral. The Collateral includes without limitation all Intellectual Property
(including without limitation the Intellectual Property described
herein).

     

    Grantor
agrees as follows:

     

    To secure
performance of all of its "Obligations" as defined in the Loan Agreement,
Grantor grants to PFG a security interest in all of Grantor's right, title and
interest in Grantor's Intellectual Property, including without limitation (i)
the trademarks and servicemarks listed or required to be listed from time to
time on Schedule
A hereto, whether registered or not, and all 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, and (ii)
the patents and patent applications listed or required to be listed from time to
time on Schedule
B hereto and all like protections including, without limitation, all
improvements, divisions, continuations, renewals, reissues, extensions and
continuations-in-part of the same, (iii) all copyrights, maskworks, software,
computer programs and other works of authorship listed or required to be listed
from time to time on Schedule C hereto,
and all extensions and renewals thereof, (iv) all domain names and domain name rights
used in connection with its business and that of its Subsidiaries, all legal and equitable
rights in domain names and ownership thereof, domain registry, domain servers, web hosting
and related contracts, services and facilities (collectively, "Domain Rights") listed or
required to be listed from time to time on Schedule D hereto,
and all extensions and renewals thereof, and (iv) all rights to recover for past
or future infringement of any of the foregoing, and (v) all right, title and
interest in and to any and all present and future license agreements with
respect to any of the foregoing, and (vi) all present and future accounts,
accounts receivable and other rights to payment arising from, in connection with
or relating to any of the foregoing.

     

    1.  Grantor represents and
warrants that (i) listed on Schedule A hereto are
all trademark registrations
and pending registrations owned or controlled by Grantor, (ii) listed on Schedule B are all
patents and patent applications owned or controlled by Grantor, (iii) listed on
Schedule C are
all copyrights,
software, computer programs, mask works, and other works of authorship owned or
controlled by Grantor which are registered with the United States Copyright
Office, and (iv) listed on Schedule D are all
Domain Rights in which Grantor has any legal, contractual or equitable
right.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.  Grantor
shall not, hereafter, register any maskworks, software, computer programs or
other
works of authorship subject to United States copyright protection with the
United States Copyright Office without first complying with the following: (i)
providing Secured Party with at least 10 business days prior written notice
thereof, (ii) providing Secured Party with a copy of the application for any
such registration and (iii) executing and filing such other instruments, and
taking such further actions as Secured Party may reasonably request from time to
time to perfect or continue the perfection of Secured Party's interest in the
Collateral, including without limitation the filing with the United States
Copyright Office, simultaneously with the filing by Grantor of the application
for any such registration, of a copy of this Agreement or a Supplement hereto in
form reasonably acceptable to Secured Party identifying the maskworks, software,
computer programs or other works of authorship being registered and confirming
the grant of a security interest therein in favor of Secured Party.

     

    3.  This
Agreement is being executed and delivered pursuant to the Loan Agreement;
nothing
herein limits any of the terms or provisions of the Loan Agreement, and PFG's
rights hereunder and under the Loan Agreement are cumulative. This Agreement,
the Loan Agreement and the other Loan Documents set forth in full all of the
representations and agreements of the parties with respect to the subject matter
hereof and supersede all prior discussions, oral representations, oral
agreements and oral understandings between the parties. This Agreement may not
be modified or amended, nor may any rights hereunder be waived, except in a
writing signed by the parties hereto. In the event of any litigation between the
parties based upon, arising out of, or in any way relating to this Agreement,
the prevailing party shall be entitled to recover all of its reasonable costs
and expenses (including without limitation reasonable attorneys' fees) from the
non-prevailing party. This Agreement and all acts, transactions, disputes and
controversies arising hereunder or relating hereto, and all rights and
obligations of PFG and Grantor shall be governed by, and construed in accordance
with the internal laws (and not the conflict of laws rules) of the State of
California.

     

    4.  Grantor agrees that
simultaneously with the execution of this Agreement, and thereafter upon any
amendment of Schedule
A, Schedule B, Schedule C or Schedule D, the
appropriate entities constituting Grantor shall execute notices in the forms
appended hereto (each, a "Notice"), as
appropriate, with respect to all of the pledged Intellectual Property, now owned
or hereafter acquired, and shall deliver each Notice to PFG for the purpose of
recordation at the U.S. Patent and Trademark Office or the U.S. Copyright
Office, or otherwise, as appropriate. Whether or not Grantor executes such a
Notice reflecting new Intellectual Property, Grantor hereby irrevocably appoints
PFG as its lawful attorney-in-fact without any further authorization to file
such ,notices, liens or other instruments as may be customary from time to
time for
PFG to perfect security interests in Grantor's Intellectual Property. With
respect to the power of attorney granted in the attached DOMAIN RIGHTS
COLLATERAL AGREEMENT AND NOTICE, so long as no default has occurred and is
continuing under the Loan Documents, PFG shall not take any action referenced
therein in the name of Grantor.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	Address of
      Grantor:	St. Bernard
      Software, Inc.
	 	 
	
                15015
      Avenue of Science

                San
      Diego, CA 92128

              	
                By:  /s/ Vincent A.
      Rossi                    
      

                Name: 
      Vincent A. Rossi

                Title: 
      Chief Executive Officer and Secretary

              
	 	 
	 	 
	
                Address
      of PFG:

                Partners
      for Growth II, L.P.

                180
      Pacific Avenue

                San
      Francisco, California 94111

              	PARTNERS FOR GROWTH
      II, L.P.
	 	By:  /s/ Andrew W.
      Kahn                             
      

                Name: 
      Andrew W. Kahn

                Title: Manager,
      Partners for Growth II, LLC

                Its: General
      Partner

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      
         

      

    

    SCHEDULE
A

    St.
Bernard Software, Inc.

    Trademark
Schedule

     

    Trademarks

     

    
      	
              Serial
      Number - Registration Number

            	
              Mark

            
	 
      	 
      
	
              78298124

            	
              EPRISM

            
	
              75823687

            	
              IPRISM

            
	
              78/613,844

            	
              ST.
      BERNARD

            
	
              77/084,182

            	
              LIVEPRISM

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
B

    St.
Bernard Software, Inc.

    Patent
Schedule

     

    
      	
              Patents

            


    

     

    
      
        	
                Patent/Application Number 

              	
                Title

              
	 
      	 
      
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                 

              
	
                 

              	
                 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
C

     

    St.
Bernard Software, Inc.

     

    COPYRIGHTS

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
D

     

    St.
Bernard Software, Inc.

     

    DOMAIN RIGHTS

     

    
    

     

    
      	Domain
      Name	
              Service Provider Contact
      Details and Account Number if any)

            	
              Owner and Registrar or
      Administrative
      Contact of
      Record

            	
              Expiry Date of Domain

            
	 	 	 	 
	STBERNARD.COM	
              ______

            	
              NETWORK
      SOLUTIONS

            	1/1/11
	IPINC.COM	
              ______

            	
              NETWORK
      SOLUTIONS

            	12/31/10
	MXPATH-DEMO.COM	
              ______

            	
              NETWORK
      SOLUTIONS

            	1/25/09
	SINGLEFIN.NET	
              ______

            	
              NETWORK
      SOLUTIONS

            	1/25/09
	MXPATH.NET	 	
              NETWORK
      SOLUTIONS

            	1/25/09
	LIVEPRISM.COM	 	
              NETWORK
      SOLUTIONS

            	11/25/08
	IPRISM.BIZ	 	
              NETWORK
      SOLUTIONS

            	11/11/08
	IPRISM.NET	 	
              NETWORK
      SOLUTIONS

            	1/1/09
	LIVEPRISM.BIZ	 	
              NETWORK
      SOLUTIONS

            	11/14/08
	LIVEPRISM.CO.UK	 	
              NETWORK
      SOLUTIONS

            	11/15/08
	LIVEPRISM.INFO	 	
              NETWORK
      SOLUTIONS

            	11/15/08
	LIVEPRISM.NET	 	
              NETWORK
      SOLUTIONS

            	11/15/08
	LIVEPRISM.ORG	 	
              NETWORK
      SOLUTIONS

            	11/15/08
	LIVEPRISM.ORG.UK	 	
              NETWORK
      SOLUTIONS

            	11/15/08
	LIVEPRISM.UK.COM	 	
              NETWORK
      SOLUTIONS

            	11/15/08
	LIVEPRISM.UK.NET	 	
              NETWORK
      SOLUTIONS

            	11/15/08
	LIVEPRISM.US	 	
              NETWORK
      SOLUTIONS

            	11/14/08
	LIVEPRISM.US.COM	 	
              NETWORK
      SOLUTIONS

            	11/15/08
	LIVEPRISMDEMO.COM	 	
              NETWORK
      SOLUTIONS

            	12/13/08
	SECURITYKNOWLEDGE.INFO	 	
              NETWORK
      SOLUTIONS

            	12/25/08


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TRADEMARK COLLATERAL
AGREEMENT AND NOTICE

     

    This
Trademark Collateral Agreement and Notice dated as of July 21, 2008, is between
St. Bernard Software, Inc., a Delaware corporation with its principal place of
business at 15015 Avenue of Science, San Diego, CA 92128 ("Assignor") and
Partners for Growth II, L.P., 180 Pacific Avenue, San Francisco, CA 94111 ("Assignee") pursuant
to a Loan and Security Agreement dated July 21, 2008, by and among Assignor and
Assignee and pursuant to certain other loan documents referenced therein
(collectively, the "Loan
Documents").

     

    WHEREAS,
Assignor is the owner of certain trademarks, including all federal applications
and/or registrations therefor, together with the goodwill of the business
connected with the use of and symbolized thereby, as listed on Exhibit 1 hereto (the
"Marks");
and

     

    WHEREAS,
Assignee has agreed to extend certain credit to Assignor on condition that the
Assignor pledge and grant to Assignee as collateral for the Obligations (as
defined in the Loan Documents) a security interest and lien in and to the Marks
and all proceeds thereof and all other related claims and rights as more fully
described in a certain Intellectual Property Security Agreement (the "Security
Agreement") in favor of the Assignee dated July 21, 2008, by and among Assignor
and Assignee;

     

    NOW
THEREFORE, for good and valuable consideration, as security for the due and
timely payment and performance of the Obligations, Assignor hereby pledges and
grants to Assignee a security interest and lien in and to the Marks and all
proceeds thereof and gives notice of such security interest and the existence of
such Security Agreement providing therefor.

     

    Executed
as of the date first above written.

     

    
       

      
        
          
            	Assignor:	Assignee:
	 	 
	St. Bernard Software,
      Inc.	PARTNERS FOR GROWTH II,
      L.P.
	 	 
	By  /s/ Vincent A.
      Rossi                                 
      	By  /s/ Andrew W.
      Kahn                              
      
	
                    Chief Executive
      Officer

                  	 
	 	Name:   Andrew W.
      Kahn
	By  /s/ Vincent A.
      Rossi                                     
      	 
	
                    Secretary

                  	
                    Title: 
      Manager, Partners for Growth II, LLC

                    Its
      General Partner

                  


          

        

      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    EXHIBIT
1

    St.
Bernard Software, Inc.

     

    Trademark
Schedule

    
 

    
      	
              Serial
      Number - Registration Number

            	
              Mark

            
	 
      	 
      
	
              78298124

            	
              EPRISM

            
	
              75823687

            	
              IPRISM

            
	
              78/613,844

            	
              ST.
      BERNARD

            
	
              77/084,182

            	
              LIVEPRISM

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      PATENT COLLATERAL AGREEMENT
AND NOTICE

    

     

    This
Patent Collateral Agreement and Notice dated as of July 21, 2008, is between
St.
Bernard
Software, Inc., a Delaware corporation with its principal place of
business at 15015 Avenue of Science, San Diego, CA 92128 ("Assignor") and
Partners for Growth II, L.P., 180 Pacific Avenue, San Francisco, CA 94111 ("Assignee") pursuant
to a Loan and Security Agreement dated July 21, 2008, by and among Assignor and
Assignee and pursuant to certain other loan documents referenced therein
(collectively, the "Loan
Documents").

     

    WHEREAS,
Assignor is the owner of certain United States patents and/or patent
applications as listed on Exhibit 1 hereto (the
"Patents"); and

     

    WHEREAS,
Assignee has agreed to extend certain credit to Assignor on condition that the
Assignor pledge and grant to Assignee as collateral for the Obligations (as
defined in the Loan Documents) a security interest and lien in and to the
Patents and all proceeds thereof and all other related claims and rights as more
fully described in a certain Intellectual Property Security Agreement (the
"Security Agreement") in favor of the Assignee dated July 21, 2008, by and among
Assignor and Assignee;

     

    NOW
THEREFORE, for good and valuable consideration, as security for the due and
timely payment and performance of the Obligations, Assignor hereby pledges and
grants to Assignee a security interest and lien in and to the Patents and all
proceeds thereof and gives notice of such security
interest and the existence of such Security Agreement providing
therefor.

     

    Executed
as of the date first above written.

    
       

      
        
           

          
            
              
                	Assignor:	Assignee:
	 	 
	St. Bernard Software,
      Inc.	PARTNERS FOR GROWTH II,
      L.P.
	 	 
	By  /s/ Vincent A.
      Rossi                                 
      	By  /s/ Andrew W.
      Kahn                              
      
	
                        Chief Executive
      Officer

                      	 
	 	Name:   Andrew W.
      Kahn
	By  /s/ Vincent A.
      Rossi                                     
      	 
	
                        Secretary

                      	
                        Title: 
      Manager, Partners for Growth II, LLC

                        Its
      General Partner

                      


              

            

          

           

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
1

    St.
Bernard Software, Inc.

    Patent
Schedule

     

    Patents

     

    
      	
              Patent/Application
      Number

            	
              Title

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    COPYRIGHT COLLATERAL
AGREEMENT AND NOTICE

     

    
      This
Copyright Collateral Agreement and Notice dated as of July 21, 2008, is between
St. Bernard
Software, Inc., a Delaware corporation with its principal place of
business at 15015 Avenue of Science, San Diego, CA 92128 ("Assignor") and
Partners for Growth II, L.P., 180 Pacific Avenue, San Francisco, CA 94111 ("Assignee") pursuant
to a Loan and Security Agreement dated July 21, 2008, by and among Assignor and
Assignee and pursuant to certain other loan documents referenced therein
(collectively, the "Loan
Documents").

    

     

    WHEREAS,
Assignor is the owner of certain copyrightable works which are the subject of
United States copyright registrations and/or copyright applications as listed on
Exhibit 1
hereto (the "Copyrights");
and

     

    WHEREAS,
Assignee has agreed to extend certain credit to Assignor on condition that the
Assignor pledge and grant to Assignee as collateral for the Obligations (as
defined in the Loan Documents) a security interest and lien in and to the
Copyrights and all proceeds thereof and all other related claims and rights as
more fully described in a certain Intellectual Property Security Agreement (the
"Security Agreement") in favor of the Assignee :Led July 21, 2008, by and among
Assignor and Assignee;

     

    NOW
THEREFORE, for good and valuable consideration, as security for the due and
timely payment and performance of the Obligations, Assignor hereby pledges and
grants to Assignee a security interest and lien in and to the Copyrights and all
proceeds thereof and gives notice of such security interest and the existence of
such Security Agreement providing therefor.

     

    Executed
as of the date first above written.

    
      
         

        
          
             

            
              
                
                  	Assignor:	Assignee:
	 	 
	St. Bernard Software,
      Inc.	PARTNERS FOR GROWTH II,
      L.P.
	 	 
	By  /s/ Vincent A.
      Rossi                                 
      	By  /s/ Andrew W.
      Kahn                              
      
	
                          Chief Executive
      Officer

                        	 
	 	Name:   Andrew W.
      Kahn
	By  /s/ Vincent A.
      Rossi                                     
      	 
	
                          Secretary

                        	
                          Title: 
      Manager, Partners for Growth II, LLC

                          Its
      General Partner

                        


                

              

            

             

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
1

     

    St.
Bernard Software, Inc.

     

    COPYRIGHT
SCHEDULE

     

    None
registered

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    DOMAIN RIGHTS
COLLATERAL AGREEMENT AND NOTICE

     

    
      This
Domain Rights Collateral Agreement and Notice dated as of July 21, 2008, is
between St. Bernard
Software, Inc., a Delaware corporation with its principal place of
business at 15015 Avenue of Science, San Diego, CA 92128 ("Assignor") and
Partners for Growth II, L.P., 180 Pacific Avenue, San Francisco, CA 94111 ("Assignee") pursuant
to a Loan and Security Agreement dated July 21, 2008, by and among Assignor and
Assignee and pursuant to certain other loan documents referenced therein
(collectively, the "Loan
Documents").

    

     

    WHEREAS,
Assignor is the owner of certain Domain Rights as defined in the Loan
Documents
which are, as of the date hereof, as listed on Exhibit 1 hereto (the
"Domain
Rights"); and

     

    WHEREAS,
Assignee has agreed to extend certain credit to Assignor on condition that the
Assignor pledge and grant to Assignee as collateral for the Obligations (as
defined in the Loan Documents) a security interest and lien in and to the Domain
Rights and all proceeds thereof and all other related claims and rights as more
fully described in a certain Intellectual Property Security Agreement (the
"Security Agreement") in favor of the Assignee dated July 21, 2008, by and among
Assignor and Assignee;

     

    NOW
THEREFORE, for good and valuable consideration, as security for the due and
timely payment and performance of the Obligations: (1) Assignor hereby pledges
and grants to Assignee a security interest and lien in and to the Domain Rights
and all proceeds thereof and gives notice of such security interest and the
existence of such Security Agreement providing therefor; and (2) Assignor hereby
irrevocably appoints PFG as its lawful attorney-in-fact without any further
authorization to take any action and file any notice on behalf of Assignor that
Assignor itself could file in respect of its Domain Rights, including without
limitation, to transfer Domain Rights, change administrative contacts in respect
of Domain Rights, maintain Domain Rights, and provide instructions to domain
hosting services and any domain name registrars.

     

    Executed
as of the date first above written.

    
      
        
           

          
            
              
                	Assignor:	Assignee:
	 	 
	St. Bernard Software,
      Inc.	PARTNERS FOR GROWTH II,
      L.P.
	 	 
	By  /s/ Vincent A.
      Rossi                                 
      	By  /s/ Andrew W.
      Kahn                              
      
	
                        Chief Executive
      Officer

                      	 
	 	Name:   Andrew W.
      Kahn
	By  /s/ Vincent A.
      Rossi                                     
      	 
	
                        Secretary

                      	
                        Title: 
      Manager, Partners for Growth II, LLC

                        Its
      General Partner

                      


              

            

          

           

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      SCHEDULE D

       

      St. Bernard
Software, Inc.

       

      DOMAIN
RIGHTS

       

       

      
        	Domain
      Name	
                Service Provider Contact
      Details and Account Number if any)

              	
                Owner and Registrar or
      Administrative
      Contact of
      Record

              	
                Expiry Date of Domain

              
	 	 	 	 
	STBERNARD.COM	
                ______

              	
                NETWORK
      SOLUTIONS

              	1/1/11
	IPINC.COM	
                ______

              	
                NETWORK
      SOLUTIONS

              	12/31/10
	MXPATH-DEMO.COM	
                ______

              	
                NETWORK
      SOLUTIONS

              	1/25/09
	SINGLEFIN.NET	
                ______

              	
                NETWORK
      SOLUTIONS

              	1/25/09
	MXPATH.NET	 	
                NETWORK
      SOLUTIONS

              	1/25/09
	LIVEPRISM.COM	 	
                NETWORK
      SOLUTIONS

              	11/25/08
	IPRISM.BIZ	 	
                NETWORK
      SOLUTIONS

              	11/11/08
	IPRISM.NET	 	
                NETWORK
      SOLUTIONS

              	1/1/09
	LIVEPRISM.BIZ	 	
                NETWORK
      SOLUTIONS

              	11/14/08
	LIVEPRISM.CO.UK	 	
                NETWORK
      SOLUTIONS

              	11/15/08
	LIVEPRISM.INFO	 	
                NETWORK
      SOLUTIONS

              	11/15/08
	LIVEPRISM.NET	 	
                NETWORK
      SOLUTIONS

              	11/15/08
	LIVEPRISM.ORG	 	
                NETWORK
      SOLUTIONS

              	11/15/08
	LIVEPRISM.ORG.UK	 	
                NETWORK
      SOLUTIONS

              	11/15/08
	LIVEPRISM.UK.COM	 	
                NETWORK
      SOLUTIONS

              	11/15/08
	LIVEPRISM.UK.NET	 	
                NETWORK
      SOLUTIONS

              	11/15/08
	LIVEPRISM.US	 	
                NETWORK
      SOLUTIONS

              	11/14/08
	LIVEPRISM.US.COM	 	
                NETWORK
      SOLUTIONS

              	11/15/08
	LIVEPRISMDEMO.COM	 	
                NETWORK
      SOLUTIONS

              	12/13/08
	SECURITYKNOWLEDGE.INFO	 	
                NETWORK
      SOLUTIONS

              	12/25/08