Unassociated Document


    

      INTELLECTUAL
PROPERTY SECURITY AGREEMENT

       

      This
intellectual Property Security Agreement is entered into as of the Effective
Date by and between SILICON VALLEY BANK ("Bank") and ENERGY AND POWER SOLUTIONS,
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 Loan and Security Agreement by and between Bank and Grantor dated
the Effective Date (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.

       

      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:

       

      (a)           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published or unpublished and whether or not the same also constitutes a trade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");

       

      (b)           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;

       

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

       


      
        
           


        

        
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      (d)           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");

       

      (e)           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");

       

      (f)           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");

       

      (g)           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;

       

      (h)           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;

       

      (i)           All
amendments, extensions, renewals and extensions of any of the Copyrights,
Trademarks, Patents, or Mask Works; and

       

      (j)           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.]

      


       


      
        
           


        

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

       

      
        	
                 

                 

                 

                 

                 

                 

                150
      Paularino Avenue, Suite A120

                Costa
      Mesa, CA 92626

              	
                GRANTOR:

                 

                ENERGY
      AND POWER SOLUTIONS, INC.

                 

                 

                By:         /s/ Peter Ludlum            

                 

                Title:      CFO                   

                 

              
	 
      	 
      
	
                 

                 

                 

                 

                 

                 

                38
      Technology Drive, Suite 150

                Irvine,
      CA 92618

              	
                BANK:

                 

                SILICON
      VALLEY BANK

                 

                 

                By:         /s/ Kurt
      Miklinski            

                 

                Title:      Vice President              

                 

              
	 
      	 
      


      

       

      
        
          
          

        

        
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    EXHIBIT A


    Copyrights

     

     

     

    


    [INTENTIONALLY
OMITTED]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    EXHIBIT
B

     

    Patents

     

     

     

    [INTENTIONALLY
OMITTED]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

     

    Trademarks

     

     

    
 

    [INTENTIONALLY
OMITTED]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
D

     

    Mask
Works

     

    


     

    [INTENTIONALLY
OMITTED]