Intellectual Property Security Agreement



 Exhibit 10.19 
 INTELLECTUAL PROPERTY SECURITY AGREEMENT 
 This INTELLECTUAL PROPERTY SECURITY
AGREEMENT, dated as of April 30, 2010, (the “Agreement”) between BRIDGE BANK, NATIONAL ASSOCIATION (“Lender”) and E2OPEN, INC., (“Grantor”) is made with reference to the Fourth Amended and Restated Business
Financing Agreement, dated as of April 30, 2010 (as amended from time to time, the “Loan Agreement”), between Lender and Grantor. Terms defined in the Loan 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 Loan 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derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held (collectively, the “Copyrights”), including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 Loan 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 Loan 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. 
 IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first written above. 
  

									
	 GRANTOR:
	 		 	LENDER:
			
	 E2OPEN, INC.
	 		 	BRIDGE BANK, NATIONAL ASSOCIATION
					
	 By:
	 	 /s/  Peter Maloney
	 		 	By:	 	 /s/  Jeffrey Javier

					
	 Name:
	 	 Peter Maloney
	 		 	Name:	 	 Jeffrey Javier

					
	 Title:
	 	 CFO
	 		 	Title:	 	 SVP


  

			
	 Address for Notices:
 Attn: CFO
 4100 East Third Avenue, Suite 400

Foster City, CA 94404
 Tel: 650-645-6500
 Fax: 650-645-6555
	 	 Address for Notices:
 Attn: Mike Field
 55 Almaden Boulevard, Suite 100

San Jose, California 95113
 Tel: (408) 556-6501
 Fax: (408) 282-1681



  
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