EX-10.31



 Exhibit 10.31 

INTELLECTUAL PROPERTY SECURITY AGREEMENT 

This Intellectual Property Security Agreement is entered into as of May 13, 2015, by and between PARTNERS FOR GROWTH IV, L.P.
(“PFG”) and Sonic Foundry, Inc., a Maryland corporation with its principal place of business at 222 W. Washington Avenue, Madison, WI 53703 (“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: 

1. 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. 
 2. 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. Grantor shall:
(a) protect, defend and maintain the validity and enforceability of its intellectual property, other than intellectual property of immaterial business and monetary value that Grantor’s executive management has made a determination not to
maintain; (b) promptly advise PFG in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to Grantor’s business to be abandoned, forfeited or dedicated to the public
without PFG’s written consent. If, before the Obligations have been paid and/or performed in full, Grantor shall (i) adopt, use, acquire or apply for registration of any trademark, service mark or trade name, (ii) apply for
registration of any patent or obtain any patent or patent application; (iii) create or acquire any published or material unpublished works of authorship material to the business that is or is to be registered with the U.S. Copyright Office or
any non-U.S. equivalent or other Governmental Body; or (iv) register or acquire any domain name or domain name rights, then the provisions of Section 1 shall automatically apply thereto, and Grantor shall provide PFG written notice thereof
concurrently with delivery of Borrower’s monthly compliance certificate. Grantor shall further provide PFG with all information and details relating to the foregoing and shall take such further actions as PFG may reasonably request from time to
time to perfect or continue the perfection of PFG’s interest in such intellectual property. 
 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; provided, however, and notwithstanding the foregoing, PFG may amend the Schedules hereto from time to time when
it becomes aware of new Intellectual Property subject to this Agreement. 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 costs and expenses (including without limitation 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. 
 [Signature Page Follows] 








							
	Address of Grantor:				Sonic Foundry, Inc.
				
	222 W. Washington Avenue						
	Madison, WI 53703				By:		 /s/ Ken Minor

				
					Name:		 Ken Minor

				
					Title:		 Chief Financial Officer

			
	Address of PFG:				PARTNERS FOR GROWTH IV, L.P.
	Partners for Growth IV, L.P.						
	150 Pacific Avenue						
	San Francisco, California 94111						
				
					By:		 /s/ Lorraine Nield

				
					Name:		 Lorraine Nield

				
					Title:		Manager, Partners for Growth IV, LLC
					Its:		General Partner

 Intellectual Property Security Agreement Signature Page 







 SCHEDULE A 

Sonic Foundry, Inc. 

Trademark Schedule 
  

							
	 Serial Number - 
Registration Number
	  	 Date
	  	 Mark
	  	 Owner

	2744740	  	4/2000	  	Sonic Foundry	  	Sonic Foundry
	3172831	  	11/2006	  	Mediasite logo	  	Sonic Foundry
	3178908	  	12/2006	  	Mediasite	  	Sonic Foundry
	3761708	  	3/2010	  	Anvil logo	  	Sonic Foundry
	2399704	  	5/2006	  	UK - Mediasite	  	Sonic Foundry
	5004175	  	11/2006	  	Japan-Mediasite	  	Sonic Foundry
	619119	  	9/2004	  	Canada-Sonic Foundry	  	Sonic Foundry
	695781	  	9/2007	  	Canada-Mediasite	  	Sonic Foundry








 SCHEDULE B 

Sonic Foundry, Inc. 

Patent Schedule 
  

							
	 Serial Number -
Registration Number
	  	 Date
	  	 Mark
	  	 Owner

	2744740	  	4/2000	  	Sonic Foundry	  	Sonic Foundry
	3172831	  	11/2006	  	Mediasite logo	  	Sonic Foundry
	3178908	  	12/2006	  	Mediasite	  	Sonic Foundry
	3761708	  	3/2010	  	Anvil logo	  	Sonic Foundry
	2399704	  	5/2006	  	UK - Mediasite	  	Sonic Foundry
	5004175	  	11/2006	  	Japan-Mediasite	  	Sonic Foundry
	619119	  	9/2004	  	Canada-Sonic Foundry	  	Sonic Foundry
	695781	  	9/2007	  	Canada-Mediasite	  	Sonic Foundry








 SCHEDULE C 

Sonic Foundry, Inc. 

COPYRIGHTS 
  

							
	 Copyright Number
	  	 Date
	  	 Title / Work
	  	 Owner

				
	None	  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	








 SCHEDULE D 

Sonic Foundry, 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

	Sonicfoundry.com	  	 For redundancy
  

TDS
 Co#6084431600

Jodie Laitinen
 608 310 7717

Jodie.laitinen@tdsmetro.com
  

AT&T
 Acct circuit id BREC693865

Jonathan Moen
 262 879 6714

jmoen@ems.att.com
	  	Sonic Foundry, Inc.	  	1/18/20
				
	Sonicfoundry.org	  	Same	  	Sonic Foundry, Inc.	  	6/2/19
				
	Sonicfoundry.net	  	Same	  	Sonic Foundry, Inc.	  	2/17/17
				
	Sfoundry.com	  	Same	  	Sonic Foundry, Inc.	  	12/3/19
				
	Media-mission.nl	  	 BytePark
 Weegree 63

2643 KC Pijnacker
 NL

+31-88-2983727
	  	Media Mission BV	  	7/1/15
				
	Mediamission.eu	  	Same	  	Media Mission BV	  	4/6/16
				
	Mediamission.nl	  	Same	  	Media Mission BV	  	7/1/15
				
	Mediamission.bv	  	Same	  	Media Mission BV	  	3/31/16
				
	Mediasite.eu	  	Same	  	Media Mission BV	  	4/6/16
				
	Mindflake.eu	  	Same	  	Media Mission BV	  	3/19/16
				
	Mindflake.nl	  	Same	  	Media Mission BV	  	3/19/16
				
	Mindflake.org	  	Same	  	Media Mission BV	  	3/19/16
				
	Mindflake.com	  	Same	  	Media Mission BV	  	3/19/16
				
	Poppecasting.nl	  	Same	  	Media Mission BV	  	10/17/15
				
	Poppekasting.nl	  	Same	  	Media Mission BV	  	10/17/15
				
	Puppetcasting.com	  	Same	  	Media Mission BV	  	10/17/15
				
	Streamplayer.info	  	Same	  	Media Mission BV	  	7/19/15









							
	Streamplayer.nl		Same		Media Mission BV		7/19/15
				
	Mediasite.co.jp		 USEN
 3-1-2 Kita Aoyama

Minato-ku
 Tokyo, Japan

+81-3-6823-7111
		Mediasite KK		Auto update continuously
				
	Activellj.jp		 GMO Internet
 Cerulean Tower 26-1

Sakuragaoka-cho
 Shibuy-ku

Tokyo, Japan
		Mediasite KK		10/31/16
				
	Liveonseminar.jp		GMO Internet		Mediasite KK		7/31/15
				
	Msk-web.jp		GMO Internet		Mediasite KK		3/31/16








 TRADEMARK COLLATERAL AGREEMENT AND NOTICE 

This Trademark Collateral Agreement and Notice dated as of April     , 2015 (“Trademark Agreement”), is between
Sonic Foundry, Inc., a Maryland corporation with its principal place of business at 222 W. Washington Avenue, Madison, WI 53703 (“Assignor”) and Partners for Growth IV, L.P., 150 Pacific Avenue, San Francisco, CA 94111
(“Assignee”) pursuant to a Loan and Security Agreement and an Intellectual Property Security Agreement of even date herewith by and among Assignor and Assignee (the “IP Security Agreement”) 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 the Loan Documents; 

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:
				
			SONIC FOUNDRY, INC.				PARTNERS FOR GROWTH IV, L.P.
						
			By		  
				By		  

					Chief Executive Officer						
						
			By		  
				Name:		  

					Secretary						
									Title:		Manager, Partners for Growth IV, LLC
											Its General Partner








 EXHIBIT 1 

Sonic Foundry, Inc. 

Trademark Schedule 
  

							
	 Serial Number -

Registration Number
	  	 Date
	  	 Mark
	  	 Owner

	2744740	  	4/2000	  	Sonic Foundry	  	Sonic Foundry
	3172831	  	11/2006	  	Mediasite logo	  	Sonic Foundry
	3178908	  	12/2006	  	Mediasite	  	Sonic Foundry
	3761708	  	3/2010	  	Anvil logo	  	Sonic Foundry
	2399704	  	5/2006	  	UK - Mediasite	  	Sonic Foundry
	5004175	  	11/2006	  	Japan-Mediasite	  	Sonic Foundry
	619119	  	9/2004	  	Canada-Sonic Foundry	  	Sonic Foundry
	695781	  	9/2007	  	Canada-Mediasite	  	Sonic Foundry








 PATENT COLLATERAL AGREEMENT AND NOTICE 

This Patent Collateral Agreement and Notice dated as of April     , 2015, (“Patent Agreement”), is between Sonic
Foundry, Inc. a Maryland corporation with its principal place of business at 222 W. Washington Avenue, Madison, WI 53703 (“Assignor”) and Partners for Growth IV, L.P., 150 Pacific Avenue, San Francisco, CA 94111
(“Assignee”) pursuant to a Loan and Security Agreement and an Intellectual Property Security Agreement of even date herewith by and among Assignor and Assignee (the “IP Security Agreement”) 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 the Loan Documents; 
 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 the IP Security Agreement providing therefor. 
 Executed as of the date first above written. 

 

											
	Assignor:				Assignee:
				
			Sonic Foundry, Inc.				PARTNERS FOR GROWTH IV, L.P.
						
			By		  
				By		  

					Chief Executive Officer						
						
			By		  
				Name:		  

					Secretary						
									Title:		Manager, Partners for Growth IV, LLC
											Its General Partner








 EXHIBIT 1 

Sonic Foundry, Inc. 

Patent Schedule 
  

							
	 Serial Number -

Registration Number
	  	 Date
	  	 Mark
	  	 Owner

	2744740	  	4/2000	  	Sonic Foundry	  	Sonic Foundry
	3172831	  	11/2006	  	Mediasite logo	  	Sonic Foundry
	3178908	  	12/2006	  	Mediasite	  	Sonic Foundry
	3761708	  	3/2010	  	Anvil logo	  	Sonic Foundry
	2399704	  	5/2006	  	UK - Mediasite	  	Sonic Foundry
	5004175	  	11/2006	  	Japan-Mediasite	  	Sonic Foundry
	619119	  	9/2004	  	Canada-Sonic Foundry	  	Sonic Foundry
	695781	  	9/2007	  	Canada-Mediasite	  	Sonic Foundry








 COPYRIGHT COLLATERAL AGREEMENT AND NOTICE 

This Copyright Collateral Agreement and Notice dated as of April     , 2015 (“Copyright Agreement”), is between
Sonic Foundry, Inc., a Maryland corporation with its principal place of business at 222 W. Washington Avenue, Madison, WI 53703 (“Assignor”) and Partners for Growth IV, L.P., 150 Pacific Avenue, San Francisco, CA 94111
(“Assignee”) pursuant to a Loan and Security Agreement, an Intellectual Property Security Agreement of even date herewith by and among Assignor and Assignee (the “IP Security Agreement”) and pursuant to certain
other loan documents referenced therein (collectively, the “Loan Documents”). 
 WHEREAS, Assignor is or may in the future
be the owner of certain copyrightable works which are the subject of United States copyright registrations and/or copyright applications as listed from time to time 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 the IP Security Agreement in favor of the
Assignee, 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 the IP Security
Agreement providing therefor. 
 Executed as of the date first above written. 

 

											
	Assignor:				Assignee:
				
			Sonic Foundry, Inc.				PARTNERS FOR GROWTH IV, L.P.
						
			By		  
				By		  

					Chief Executive Officer						
						
			By		  
				Name:		  

					Secretary						
									Title:		Manager, Partners for Growth IV, LLC
											Its General Partner








 EXHIBIT 1 

Sonic Foundry, Inc. 

COPYRIGHT SCHEDULE 
  

							
	 Copyright Number
	  	 Date
	  	 Title / Work
	  	 Owner

				
	None	  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	
		  		  		  	








 DOMAIN RIGHTS COLLATERAL AGREEMENT AND NOTICE 

This Domain Rights Collateral Agreement and Notice dated as of April     , 2015 (“Domain Agreement”), is between
Sonic Foundry, Inc., a Maryland corporation with its principal place of business at 222 W. Washington Avenue, Madison, WI 53703 (“Assignor”) and Partners for Growth IV, L.P., 150 Pacific Avenue, San Francisco, CA 94111
(“Assignee”) pursuant to a Loan and Security Agreement, an Intellectual Property Security Agreement of even date herewith by and among Assignor and Assignee (the “IP Security Agreement”) 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 the IP Security Agreement in favor of the
Assignee, 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 the
IP 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:
				
			Sonic Foundry, Inc.				PARTNERS FOR GROWTH IV, L.P.
						
			By		  
				By		  

					Chief Executive Officer						
						
			By		  
				Name:		  

					Secretary						
									Title:		Manager, Partners for Growth IV, LLC
											Its General Partner








 SCHEDULE D 

Sonic Foundry, 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

	Sonicfoundry.com	  	 For redundancy
  

TDS
 Co#6084431600

Jodie Laitinen
 608 310 7717

Jodie.laitinen@tdsmetro.com
  

AT&T
 Acct circuit id BREC693865

Jonathan Moen
 262 879 6714

jmoen@ems.att.com
	  	Sonic Foundry, Inc.	  	1/18/20
				
	Sonicfoundry.org	  	Same	  	Sonic Foundry, Inc.	  	6/2/19
				
	Sonicfoundry.net	  	Same	  	Sonic Foundry, Inc.	  	2/17/17
				
	Sfoundry.com	  	Same	  	Sonic Foundry, Inc.	  	12/3/19
				
	Media-mission.nl	  	 BytePark
 Weegree 63

2643 KC Pijnacker
 NL

+31-88-2983727
	  	Media Mission BV	  	7/1/15
				
	Mediamission.eu	  	Same	  	Media Mission BV	  	4/6/16
				
	Mediamission.nl	  	Same	  	Media Mission BV	  	7/1/15
				
	Mediamission.bv	  	Same	  	Media Mission BV	  	3/31/16
				
	Mediasite.eu	  	Same	  	Media Mission BV	  	4/6/16
				
	Mindflake.eu	  	Same	  	Media Mission BV	  	3/19/16
				
	Mindflake.nl	  	Same	  	Media Mission BV	  	3/19/16
				
	Mindflake.org	  	Same	  	Media Mission BV	  	3/19/16
				
	Mindflake.com	  	Same	  	Media Mission BV	  	3/19/16
				
	Poppecasting.nl	  	Same	  	Media Mission BV	  	10/17/15
				
	Poppekasting.nl	  	Same	  	Media Mission BV	  	10/17/15









							
	Puppetcasting.com		Same		Media Mission BV		10/17/15
				
	Streamplayer.info		Same		Media Mission BV		7/19/15
				
	Streamplayer.nl		Same		Media Mission BV		7/19/15
				
	Mediasite.co.jp		 USEN
 3-1-2 Kita Aoyama

Minato-ku
 Tokyo, Japan

+81-3-6823-7111
		Mediasite KK		Auto update continuously
				
	Activellj.jp		 GMO Internet
 Cerulean Tower 26-1

Sakuragaoka-cho
 Shibuy-ku

Tokyo, Japan
		Mediasite KK		10/31/16
				
	Liveonseminar.jp		GMO Internet		Mediasite KK		7/31/15
				
	Msk-web.jp		GMO Internet		Mediasite KK		3/31/16