Exhibit 10.4
PATENT SECURITY AGREEMENT
THIS PATENT SECURITY AGREEMENT (this "Agreement") is made May 17,
2012, by UNILENS CORP. USA, a Delaware corporation ("Grantor"), having an
address of Nemours Building, 1007 Orange Street, Suite 1410, Wilmington,
Delaware 19801 in favor of HANCOCK BANK, a Mississippi state chartered bank
("Grantee"), having an address of 100 Second Avenue North, Suite 200, St.
Petersburg, Florida 33701.
RECITALS
A.
Grantor desires to grant, and Grantee desires to obtain a first
priority lien and security interest on the Patent Collateral (as defined below)
as security for: (i) the Revolving Line of Credit Note in the original principal
amount of $1,500,000.00 dated on or about the date hereof made by Grantor and
others in favor of Grantee; (ii) the Commercial Term Note in the original
principal amount of $3,500,000.00 made by Grantor and others in favor of
Grantee; and (iii) the Merchant Loan in the principal amount of $250,000.00 by
Grantor and others in favor of Grantee; all as defined in that certain Credit
and Security Agreement dated as of the date hereof, between Grantor, Grantee,
and others (the "Credit Agreement").
B.
Grantee desires to have Grantee's lien and security interest in the
Patent Collateral confirmed by a document identifying that security interest and
in such form as may be recorded in the United States Patent and Trademark
Office.
AGREEMENTS
Now, therefore, with the foregoing Recitals deemed incorporated into
and made a part of this Agreement by reference, and in consideration of the
mutual promises and obligations set forth below, the parties intending to be
legally bound, agree as follows:
1.
ASSIGNMENT.
IN CONSIDERATION OF TEN AND NO/100 DOLLARS
($10.00) AND FOR OTHER GOOD, VALUABLE, AND SUFFICIENT CONSIDERATION, THE RECEIPT
OF WHICH IS HEREBY ACKNOWLEDGED BY GRANTOR, AND TO SECURE THE ABOVE-DESCRIBED
OBLIGATIONS, GRANTOR DOES HEREBY COLLATERALLY ASSIGN AND GRANT TO GRANTEE A LIEN
AND SECURITY INTEREST IN:
(A)
ALL OF GRANTOR'S RIGHT, TITLE, AND INTEREST IN AND TO (I) THE
UNITED STATES LETTERS PATENT AND THE INVENTIONS DESCRIBED AND CLAIMED THEREIN
SET FORTH ON SCHEDULE A ATTACHED HERETO AND ANY FUTURE PATENTS (COLLECTIVELY,
THE "PATENTS"); (II) THE APPLICATIONS FOR LETTERS PATENT AND THE INVENTIONS
DESCRIBED AND CLAIMED THEREIN SET FORTH ON SCHEDULE A HERETO AND ANY UNITED
STATES LETTERS PATENT THAT MAY BE ISSUED ON ANY OF THOSE APPLICATIONS AND ANY
FUTURE PATENT APPLICATIONS (COLLECTIVELY, THE "APPLICATIONS"); (III) ANY
REISSUE, EXTENSION, DIVISION, OR CONTINUATION OF THE PATENTS OR THE APPLICATIONS
(THE "REISSUED PATENTS"); (IV) ALL FUTURE ROYALTIES OR OTHER FEES PAID OR
PAYMENT OR PAYMENTS MADE OR TO BE MADE TO GRANTOR IN RESPECT TO THE PATENTS; AND
(V) PROCEEDS OF ANY AND ALL OF THE FOREGOING (THE PATENTS, APPLICATIONS,
REISSUED PATENTS, AND ROYALTIES AND PROCEEDS BEING HEREIN REFERRED TO
COLLECTIVELY AS THE "PATENT RIGHTS"), AND
(B)
ALL RIGHTS, INTERESTS, CLAIMS AND DEMANDS THAT GRANTOR HAS OR
MAY HAVE IN EXISTING AND FUTURE PROFITS AND DAMAGES FOR PAST AND FUTURE
INFRINGEMENTS OF THE PATIENT RIGHTS (THE "CLAIMS") (THE PATENT RIGHTS AND CLAIMS
COLLECTIVELY REFERRED