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    EXHIBIT
10.2

     

    INTELLECTUAL
PROPERTY SECURITY AGREEMENT

     

    This
Intellectual Property Security Agreement (this “IP Security Agreement”) is
made as of the 29th day of
December, 2008 by and (i) SILICON VALLEY BANK, a
California corporation, with its principal place of business at 3003 Tasman
Drive, Santa Clara, California 95054 and with a loan production office located
at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton,
Massachusetts 02462 (“Bank”) and BRIDGELINE SOFTWARE, INC., a
Delaware corporation with its chief executive office located at 10 Sixth Road,
Woburn, Massachusetts 01801 (“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 as of September 29, 2008, as amended by a certain First Loan
Modification Agreement, 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 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 Collateral (including without limitation those
copyrights, patents, trademarks, and mask works listed respectively on Exhibits
A, B, C, and D hereto), and 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), the right to sue for past, present and future
infringements, all rights corresponding thereto throughout the world and all
re-issues, divisions continuations, renewals, extensions and
continuations-in-part thereof.

     

    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 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 IP 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 other rights, powers or
remedies.

     

    Section
11 of the Loan Agreement is hereby incorporated by reference in its
entirety.

     

    [Signature
page follows]

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
parties hereto have caused this IP Security Agreement to be executed as a sealed
instrument under the laws of the Commonwealth of Massachusetts as of the date
first above written.

     

     

    
      
        	GRANTOR:   	 	 	BANK: 	 
	 	 	 	 	 
	BRIDGELINE
      SOFTWARE, INC. 	 	 	SILICON
      VALLEY BANK 	 
	 	 	 	 	 
	
                By:
      /s/ Gary M. Cebula

              	 	 	
                By:
      /s/ Philip T. Silvia

              	 
	
                Name:
      Gary M. Cebula

              	 	 	
                Name: Philip
      T. Silvia

              	 
	
                Title: CFO  

              	 	 	
                Title:
      Relationship Manager

              	 


      



     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    Copyrights

    
    

     

    
      	Description	Registration/Application Number	Registration/Application
      Date
	 	 	 
	None. 	 	 


    

     

    
       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
B

     

    Patents

     

    
       

      
        	Description	Registration/Application Number	Registration/Application
      Date
	 	 	 
	None. 	 	 


      



     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
C

     

    Trademarks

     

    
       

      
        	Description	Registration/Application Number	Registration/Application
      Date
	 	 	 
	See attached
      list. 	 	 


      



     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

      

      
        	 	 	 	 	 	 	
                Page: 1 of
    2

              
	
                Trademark
      List

              
	 
      	
                Bridgeline Software,
      Inc.

              	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                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.

              	 
      	
                Attorneys:
      TFD

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Owner:
      Bridgeline Software, Inc.

              	 
      	
                Client
      Reference:

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Agent:
      Assistant Comm'r for Trademarks

              	 
      	
                Agent
      Reference:

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                BRIDGELINE
      QUALITY INTERNET SOLUTIONS

              	
                BRIDGETM02

              	 
      	
                ORD

              	
                76/444884

              	 
      	
                2,752,441

              	
                Registered

              
	 
      	
                Classes:
      09 Int., 42 Int.

              	
                United
      States of America

              	
                Attorneys:
      TFD

              	 
      	
                28-Aug-2002

              	
                27-May-2003

              	
                19-Aug-2003

              	
                19-Aug-2013

              
	 
      	
                Owner:
      Bridgeline Software, Inc.

              	 
      	
                Client
      Reference:

              	 
      	 
      	 
      	 
      	 
      
	 
      	
                Agent:
      Assistant Comm'r for Trademarks

              	 
      	
                Agent
      Reference:

              	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


      

       

      
        
          	
                  NETEDITOR

                	
                  BRIDGETM03

                	 
      	
                  ORD

                	
                  76/444883

                	 
      	
                  

                    2,736,403

                  

                	
                  Registered

                
	 
      	 
      	
                  United
      States of America

                	 
      	 
      	
                  28-Aug-2002

                	
                  22-Apr-2003

                	
                  15-Jul-2003

                	
                  15-Jul-2013

                
	 
      	
                  Classes:
      09 Int.

                	 
      	
                  Attorneys:
      TFD

                	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Owner:
      Bridgeline Software, Inc.

                	 
      	
                  Client
      Reference:

                	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Agent:
      Assistant Comm'r for Trademarks

                	 
      	
                  Agent
      Reference:

                	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  IAPPS

                	
                  BRIDGETM04

                	 
      	
                  ORD

                	
                  75/019685

                	 
      	
                  

                    2,015,430

                  

                	
                  Registered

                
	 
      	
                  Classes:
      42 Int.

                	
                  United
      States of America

                	
                  Attorneys:
      TFD

                	 
      	
                  09-Nov-1995

                	
                  

                    20-Sep-1996

                  

                	
                  20-Nov-1996

                	
                  20-Aug-2006

                
	 
      	
                  Owner:
      Bridgeline Software, Inc.

                	 
      	
                  Client
      Reference:

                	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Agent:
      Assistant Comm'r for Trademarks

                	 
      	
                  Agent
      Reference:

                	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
           

        

        
          
            	 	 	 	 	 	 	
                    Page: 2 of
      2

                  
	
                    Trademark
      List

                  
	 
      	
                    Bridgeline Software,
      Inc.

                  	 
      	 
      	 
      	 
      	 
      	 
      


          

        

        
          	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  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

                	
                  13-Feb-2007

                	
                  01-May-2007

                	
                  

                    01-May-2017

                  

                
	 
      	
                  Classes: 42
      Int.

                	 
      	
                  Attorneys:
      TFD

                	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Owner:
      Bridgeline Software, Inc.

                	 
      	
                  Client
      Reference:

                	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Agent:
      Assistant Comm'r for Trademarks

                	 
      	
                  Agent
      Reference:

                	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  POWERSHOP

                	
                  BRIDGETM06

                	 
      	
                  ORD

                	
                  77/441715

                	 
      	
                	
                  Published

                
	 
      	
                  Classes:
      09 Int.

                	
                  United
      States of America

                	
                  Attorneys:
      TFD

                	 
      	
                  07-Apr-2008

                	
                  

                    26-Aug-2008

                  

                	
                	
                
	 
      	
                  Owner:
      Bridgeline Software, Inc.

                	 
      	
                  Client
      Reference:

                	 
      	 
      	 
      	 
      	 
      
	 
      	
                  Agent:
      Assistant Comm'r for Trademarks

                	 
      	
                  Agent
      Reference:

                	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

         

        
          
            	
                    POWERSHOP

                  	
                    BRIDGETM07

                  	 
      	
                    ORD

                  	
                    

                      77/441721

                    

                  	 
      	
                     

                  	
                    Published

                  
	 
      	 
      	
                    United
      States of America

                  	 
      	 
      	
                    

                      07-Apr-2008

                    

                  	
                    

                      26-Aug-2008

                    

                  	
                  	
                  
	 
      	
                    Classes:
      42 Int.

                  	 
      	
                    Attorneys:
      TFD

                  	 
      	 
      	 
      	 
      	 
      
	 
      	
                    Owner:
      Bridgeline Software, Inc.

                  	 
      	
                    Client
      Reference:

                  	 
      	 
      	 
      	 
      	 
      
	 
      	
                    Agent:
      Assistant Comm'r for Trademarks

                  	 
      	
                    Agent
      Reference:

                  	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


          

        

         

         

         

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
D

     

    Mask
Works

     

    
      
         

        
          	Description	Registration/Application Number	Registration/Application
      Date
	 	 	 
	None.