exh10-2_16783.htm







EXHIBIT 10.2


 


EXECUTION COPY







AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT







This Intellectual Property Security Agreement (this “Agreement”) is entered into as of March 31, 2010 by and between SILICON VALLEY BANK (“Bank”) and BRIDGELINE SOFTWARE, INC., a Delaware corporation formerly known as Bridgeline Software, Inc. (“Grantor”).


 


RECITALS







A.           Bank has agreed to make certain advances of money and to extend certain financial accommodation to Grantor (the “Loans”) in the amounts and manner set forth in that certain Amended and Restated Loan and Security Agreement by and between Bank and Grantor dated as of the date hereof (as the same may be amended, modified or supplemented from time to time, the “Loan Agreement”; capitalized terms used herein are used as defined in the Loan Agreement).  Bank is willing to make the Loans to Grantor, but only upon the condition, among others, that Grantor shall grant to Bank a security interest in certain Copyrights, Trademarks, Patents, and Mask Works (as each term is described below) to secure the obligations of Grantor under the Loan Agreement.  This Agreement amends and restates in its entirety that certain Intellectual Property Security Agreement, dated as of December 29, 2008, by and between Grantor and Bank.







B.           Pursuant to the terms of the Loan Agreement, Grantor has granted to Bank a security interest in all of Grantor's right, title and interest, whether presently existing or hereafter acquired, in, to and under all of the Collateral.







NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and intending to be legally bound, as collateral security for the prompt and complete payment when due of its obligations under the Loan Agreement, Grantor hereby represents, warrants, covenants and agrees as follows:







AGREEMENT







To secure its obligations under the Loan Agreement, Grantor grants and pledges to Bank a security interest in all of Grantor’s right, title and interest in, to and under its intellectual property (all of which shall collectively be called the “Intellectual Property Collateral”), including, without limitation, the following:







1.   Any and all 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registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held, including without limitation those set forth on Exhibit A attached hereto (collectively, the “Copyrights”);


 


2.   Any and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held;


 




  





  











  






3.   Any and all design rights that may be available to Grantor now or hereafter existing, created, acquired or held;


 


4.   All patents, patent applications and like protections including, without limitation, improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, including without limitation the patents and patent applications set forth on Exhibit B attached hereto (collectively, the “Patents”);


 


5.   Any 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 Grantor connected with and symbolized by such trademarks, including without limitation those set forth on Exhibit C attached hereto (collectively, the “Trademarks”);


 


6.   All mask works or similar rights available for the protection of semiconductor chips, now owned or hereafter acquired, including, without limitation those set forth on Exhibit D attached hereto (collectively, the  “Mask Works”);


 


7.   Any and all claims for damages by way of past, present and future infringements 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;


 


8.   All 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;


 


9.   All amendments, extensions, renewals and extensions of any of the Copyrights, Trademarks, Patents, or Mask Works; and


 


10.   All 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.


 


This security interest is granted in conjunction with the security interest granted to Bank under the Loan Agreement.  The rights and remedies of Bank with respect to the security interest granted hereby are in addition to those set forth in the Loan Agreement and the other Loan Documents, and those which are now or hereafter available to Bank as a matter of law or equity.  Each right, power and remedy of Bank provided for herein or in the Loan Agreement or any of the Loan Documents, 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 Bank of any one or more of the rights, powers or remedies provided for in this Intellectual Property Security Agreement, the Loan Agreement or any of the other Loan Documents, or now or hereafter existing at law or in equity, shall not preclude the simultaneous or later exercise by any person, including Bank, of any or all other rights, powers or remedies.


 







[Signature page follows.]









  





  











  






IN WITNESS WHEREOF, the parties have caused this Intellectual Property Security Agreement to be duly executed as a sealed instrument under the laws of the Commonwealth of Massachusetts, by its officers thereunto duly authorized as of the first date written above.


 


















	
 


 


 


Address of Grantor: 

	 	

GRANTOR:







BRIDGELINE DIGITAL, INC., f/k/a


Bridgeline Software, Inc.


 


 


	
Bridgeline Digital, Inc.


10 Sixth Road


Woburn, Massachusetts  01801


Attn: Ronald M. Levenson, CFO


Fax: (781) 376-5033


Email: rlevenson@blinedigital.com

	  	
By:     /s/Ronald M. Levenson









Name: Ronald M. Levenson









Title:  Executive Vice President and CFO









	  	  	  





















	
 


 


Address of Bank: 

	 	
BANK:


 


SILICON VALLEY BANK 


 


 


	
One Newton Executive Park, Suite 200


2221 Washington Street


Newton, Massachusetts 02462


Attn: Mr. Mike Foley


Fax: (617) 527-0177


E-mail: mfoley@svb.com

	  	
By:     /s/Mark Sperling









Name: Mark Sperling


Title: Relationship Manager


	  	  	  












  





  











  











EXHIBIT A







Copyrights













	
Description


 

	
Registration/


Application


Number


 

	
Registration/


Application


Date


 


	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  





 




  





  











  






EXHIBIT B







Patents













	
Description


 

	
Registration/


Application


Number


 

	
Registration/


Application


Date


 


	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  





 




  





  











  






EXHIBIT C







Trademarks













	
Description


 

	
Registration/


Application


Number


 

	
Registration/


Application


Date


 


	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  
	  	  	  





 




  





  











  






 



	 
Thursday, March 25, 2010

	 
Trademark List (by Trademark)

	 
Page: 1 of 2







 



	
Trademark

	
Case Number

	
Sub

	
Case 

	Application No.	
Publication No.

	
 
Registration No.



	 
Status


	 	
 
Country



	
Case 

	
Type

	Filing Date	Publication Date	
Registration Date

	 
Next Renewal


	 	 	 	 	 	 	 	 
	
BRIDGELINE

	
BRIDGETM01

	
 

	
ORD 

	
76/444885

	 	 
 
2,740,059



	 
Registered


	 	
United States of America

	 	
28-Aug-2002

	
29-Apr-2003

	
22-Jul-2003

	22-Jul-2013
	 
Classes: 09 Int., 42 Int.

	 	 	 	 	 	 	 
	
Owner: Bridgeline Digitial, Inc.

	 	 
Attorneys: 

	  TFD	  	  	  	 
	
Client: Bridgeline Digitial, Inc.

	 	 
Client Reference:

	  	 	  	  	 
	
Agent: Assistant Comm'r for Trademarks

	 
Agent Reference:

	  	  	  	  	 
	 	 	 	 	 	 	 	 
	
BRIDGELINE DIGITAL

	
BRIDGETM09

	
 

	
ORD

	  	  	  	Unfiled
	 	 
United States of America

	 	 	 	 	 
	
Classes: 42 Int.

	  	  	  	  	  	  	 
	
Owner: Bridgeline Digitial, Inc.

	 	 
Attorneys: 

	  TFD	  	  	  	 
	
Client: Bridgeline Digitial, Inc.

	 	
Client Reference:

	  	  	  	  	 
	
Agent: Assistant Comm'r for Trademarks

	 
Agent Reference:

	  	  	  	  	 
	 	 	 	 	 	 	 	 
	
IAPPS

	
BRIDGETM04

	 	ORD	
 
75/019685



	  	 
2,015,430

	 
Registered


	 	
United States of America

	 	
09-Nov-1995

	 
20-Sep-1996

	 
20-Nov-1996

	20-Aug-2006
	 
Classes: 42 Int.

	 	 	 	 	 	 	 
	
Owner: Bridgeline Digitial, Inc.

	 	 
Attorneys: 

	  TFD	  	  	  	 
	
Client: Bridgeline Digitial, Inc.

	 	
Client Reference:

	  	  	  	  	 
	
Agent: Assistant Comm'r for Trademarks

	 
Agent Reference:

	  	  	  	  	 
	 	 	 	 	 	 	 	 
	
IAPPS

	
BRIDGETM08

	
 

	
ORD

	  	  	  	Unfiled
	 	 
United States of America

	 	 	 	 	 
	
Classes: 42 Int.

	  	  	  	  	  	  	 
	
Owner: Bridgeline Digitial, Inc.

	 	 
Attorneys:

	  TFD	  	  	  	 
	
Client: Bridgeline Digitial, Inc.

	 	 
Client Reference:

	  	  	  	  	 
	
Agent: Assistant Comm'r for Trademarks

	 
Agent Reference:

	  	  	  	  	 





 




  





  











  






 



	 
Thursday, March 25, 2010

	 
Trademark List (by Trademark)

	 
Page: 2 of 2













	
Trademark

	
Case Number

	
Sub

	
Case 

	Application No.	
Publication No.

	
Registration No.

	 
Status


	
 

	
 
Country



	
 
Case



	
Type 

	Filing Date	
Publication Date

	 
Registration Date

	 
Next Renewal


	 	 	 	 	 	 	 	 
	
ORGITECTURE

	
BRIDGETM05

	
 

	
ORD 

	78/919987	  	 
3,237,248

	 
Registered


	 	
United States of America

	 	
29-Jun-2006

	 
1 3-Feb-2007

	 
01 -May-2007

	01-May-2017
	 
Classes: 42 Int.

	 	 
Attorneys: 

	  TFD	 	 	 	 
	
Owner: Bridgeline Digitial, Inc.

	 	
Client Reference:

	  	  	  	  	 
	
Client: Bridgeline Digitial, Inc.

	 	 
Agent Reference:

	  	  	  	  	 
	
Agent: Assistant Comm'r for Trademarks

	  	  	  	  	  	 
	 	 	 	 	 	 	 	 
	
POWERSHOP

	
BRIDGETM06

	 	
ORD 

	77/441715	  	  	 
Allowed


	 	
United States of America

	  	 
07-Apr-2008

	 
26-Aug-2008

	  	 
	
Classes: 09 Int.

	  	  	  	  	  	  	 
	
Owner: Bridgeline Digitial, Inc.

	 	 
Attorneys: 

	  TFD	  	  	  	 
	
Client: Bridgeline Digitial, Inc.

	 	 
Client Reference:

	  	  	  	  	 
	
Agent: Assistant Comm'r for Trademarks

	 
Agent Reference:

	  	  	  	  	 
	 	 	 	 	 	 	 	 
	
POWERSHOP

	
BRIDGETM07

	 	
 
ORD 



	77/441 721	  	  	 
Allowed


	 	
United States of America

	  	 
07-Apr-2008

	 
26-Aug-2008

	  	 
	
Classes: 42 Int.

	  	  	  	  	  	  	 
	
Owner: Bridgeline Digitial, Inc.

	 	 
Attorneys: 

	  TFD	  	  	  	 
	
Client: Bridgeline Digitial, Inc.

	 	 
Client Reference:

	  	  	  	  	 
	
Agent: Assistant Comm'r for Trademarks

	 
Agent Reference:

	  	  	  	  	 










 




  





  











  






EXHIBIT D







Mask Works













	
Description


 

	
Registration/


Application


Number


 

	
Registration/


Application


Date