Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Collateral Agent" means Ridgeline National Bank, National Association, a national banking association, in its capacity as collateral agent for the benefit of the Secured Parties under the Credit Agreement, together with its successors and assigns in such capacity. "Copyright Collateral" means all Copyrights

Section 1.2 — Terms Defined in Security Agreement or Credit Agreement Any capitalized term used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Security Agreement, and if such term is not defined in the Security Agreement, such term shall have the meaning ascribed to it in the Credit Agreement. Any terms defined in the Uniform Commercial Code as in effect from time to t

Section 1.3 — Rules of Construction Unless the context otherwise requires: (a) references to "Sections," "Articles," "Schedules," and "Exhibits" are to the Sections, Articles, Schedules, and Exhibits of and to this Agreement, unless otherwise specified; (b) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (c) words importing the singular include the p

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.1 — Grant As collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by required prepayment, by acceleration, by demand, or otherwise) of all Obligations, Grantor hereby grants, assigns, pledges, hypothecates, and conveys to Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in and lien upon al

Section 2.2 — Supplement to Security Agreement The security interest granted hereunder is granted in addition to, and supplements, the security interest granted by Grantor in favor of Collateral Agent under the Security Agreement. This Agreement is intended to be recorded with the USPTO and the United States Copyright Office in order to provide notice of the security interest of Collateral Agent in the IP Collateral

Section 2.3 — Secured Obligations The IP Collateral secures the prompt and complete payment and performance of all Obligations as defined in the Credit Agreement. Without limiting the generality of the foregoing, the IP Collateral secures the payment and performance of all principal, interest (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganizat

Section 2.4 — Exclusions Notwithstanding anything in this Agreement to the contrary, the IP Collateral shall not include: (a) any intent-to-use trademark application filed pursuant to Section 1(b) of the Lanham Act (15 U.S.C. § 1051(b)) to the extent, and only for so long as, the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal trademark law

ARTICLE III — REPRESENTATIONS AND WARRANTIES Grantor hereby represents and warrants to Collateral Agent, for the benefit of the Secured Parties, as of the date hereof, as follows:

Section 3.1 — Title and Ownership Grantor is the sole and exclusive owner of the entire right, title, and interest in and to all IP Collateral listed on the Schedules hereto, free and clear of all liens, claims, security interests, encumbrances, restrictions, options, charges, and adverse claims of any nature whatsoever, except for (a) the security interest granted to Collateral Agent under this Agreement and the Sec

Section 3.2 — Validity and Enforceability To Grantor's knowledge, all registrations and applications listed on Schedules A, B, and C hereto are valid, subsisting, and enforceable, and have not been abandoned, cancelled, expired, or dedicated to the public (except as otherwise specifically noted on such Schedules). All necessary registration, maintenance, renewal, and other fees and filings required to maintain the IP

Section 3.3 — No Infringement To Grantor's knowledge, none of the IP Collateral, and the use thereof by Grantor in connection with its business as presently conducted, infringes, misappropriates, dilutes, or otherwise violates the intellectual property or other proprietary rights of any third party. To Grantor's knowledge, no third party is currently infringing, misappropriating, diluting, or otherwise violating any

Section 3.4 — Completeness of Schedules Schedules A, B, and C hereto set forth a true, correct, and complete list of all (i) issued patents and pending patent applications, (ii) registered trademarks and pending trademark applications, and (iii) registered copyrights and pending copyright applications, in each case owned by Grantor as of the date hereof and registered or applied for with the USPTO or the United State

Section 3.5 — No Prior Assignments or Grants Grantor has not previously assigned, transferred, pledged, hypothecated, or granted a security interest in any of the IP Collateral to any Person, except for security interests and liens that have been fully released, terminated, and discharged prior to the date hereof. No document evidencing any prior security interest in or assignment of any of the IP Collateral remains

Section 3.6 — Agreements with Third Parties To Grantor's knowledge, no consent, approval, or authorization of, or notice to, any third party is required for the grant of the security interest herein or for the exercise of remedies by Collateral Agent with respect to the IP Collateral, except as otherwise provided in licenses or agreements that by their terms prohibit or restrict such assignment or pledge without the

ARTICLE IV — COVENANTS Grantor hereby covenants and agrees with Collateral Agent, for the benefit of the Secured Parties, as follows:

Section 4.1 — Maintenance and Protection of IP Collateral Grantor shall, at its own cost and expense: (a) maintain and preserve all IP Collateral that is material to the conduct of its business in full force and effect, including by timely paying all maintenance fees, renewal fees, annuities, and other charges required to keep such IP Collateral in good standing; (b) diligently prosecute all pending patent applicatio

Section 4.2 — No Transfers or Liens Grantor shall not sell, assign, transfer, exclusively license, or otherwise dispose of any IP Collateral, or create, incur, assume, or permit to exist any lien, claim, encumbrance, or security interest on or with respect to any IP Collateral, except for: (a) the security interest granted to Collateral Agent hereunder and under the Security Agreement; (b) Permitted Liens (as defined

Section 4.3 — After-Acquired intellectual Property If, at any time after the date hereof, Grantor shall obtain, create, or otherwise acquire rights in any new patents, patent applications, trademarks, trademark applications, copyrights, or copyright registrations (whether by filing, purchase, assignment, license, operation of law, or otherwise), Grantor shall promptly notify Collateral Agent in writing of such acquis

Section 4.4 — Prosecution and Defense of Claims Grantor shall diligently pursue, prosecute, and defend all claims, actions, and proceedings related to the IP Collateral, including claims for infringement, misappropriation, dilution, or other violation of any IP Collateral by third parties, and shall take all commercially reasonable steps to protect and enforce its rights in and to the IP Collateral. Grantor shall not

Section 4.5 — Use of Trademarks Grantor shall use (or cause to be used under appropriate quality control standards) each material Trademark included in the Trademark Collateral in interstate commerce in a manner sufficient to maintain such Trademark's validity and registrability under applicable law and to prevent it from becoming generic, abandoned, or otherwise unenforceable. Without limiting the foregoing, Grantor

Section 4.6 — Notices Grantor shall promptly, and in any event within ten (10) Business Days, notify Collateral Agent in writing of: (a) any event, occurrence, or circumstance that could reasonably be expected to materially impair the value of any material IP Collateral, including any final, non-appealable adverse determination by the USPTO, the United States Copyright Office, or any court of competent jurisdiction w

ARTICLE V — AUTHORIZATION; FURTHER ASSURANCES

Section 5.1 — Authorization to File Grantor hereby authorizes Collateral Agent, at Grantor's sole cost and expense, to file, record, and register this Agreement (or a copy, summary, or abstract hereof) with the USPTO and the United States Copyright Office as a record of the security interest granted herein. Grantor further authorizes Collateral Agent to file, record, and register any Supplement hereto with the USPTO

Section 5.2 — Power of Attorney Grantor hereby irrevocably constitutes and appoints Collateral Agent, and any officer or agent of Collateral Agent, as Grantor's true and lawful attorney-in-fact (which appointment is coupled with an interest), with full power of substitution and subrogation, exercisable only upon the occurrence and during the continuance of an Event of Default (as defined in the Credit Agreement), to

Section 5.3 — Further Assurances Grantor shall, from time to time, at its own cost and expense, promptly execute, acknowledge, deliver, file, record, and register such additional instruments, documents, certificates, agreements, and other writings, and take such further actions, as Collateral Agent may reasonably request in order to carry out the purposes of this Agreement, to perfect, protect, maintain, and continue

Section 6.1 — Remedies Upon Event of Default Upon the occurrence and during the continuance of an Event of Default (as defined in the Credit Agreement), Collateral Agent may, in addition to all other rights and remedies available to the Secured Parties under this Agreement, the Security Agreement, the Credit Agreement, and the other Loan Documents, and in addition to all rights and remedies available under the UCC an

Section 6.2 — Application of Proceeds Any and all cash proceeds received by Collateral Agent in respect of any sale, lease, license, collection, or other disposition of, or realization upon, all or any part of the IP Collateral shall be applied (after payment of any and all costs and expenses of such sale, lease, license, collection, or other disposition, including reasonable attorneys' fees and disbursements, and th

Section 6.3 — Cumulative Remedies All rights and remedies of Collateral Agent hereunder and under the Security Agreement, the Credit Agreement, and the other Loan Documents are cumulative, may be exercised simultaneously or successively, and are in addition to all other rights and remedies available to the Secured Parties at law, in equity, or otherwise. No failure or delay on the part of Collateral Agent in exercisi

Section 7.1 — Governing Law This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of California, without giving effect to any choice of law or conflicts of law provision or rule thereof (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdictio

Section 7.2 — Submission to Jurisdiction Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of California sitting in the County of Santa Clara and the United States District Court for the Northern District of California, and any appellate court from any thereof, in any action, suit, or proceeding arising out

Section 7.3 — Amendments This Agreement may be amended, modified, supplemented, restated, or waived only by a written instrument duly executed by Grantor and Collateral Agent; provided, however, that supplemental schedules identifying after-acquired intellectual property in accordance with Section 4.3 hereof may be appended to this Agreement upon execution and delivery by Grantor of a Supplement substantially in the

Section 7.4 — Termination This Agreement and the security interest granted herein shall terminate and be released, and shall be of no further force or effect, upon the earliest to occur of: (a) the Payment in Full (as defined in the Credit Agreement) of all Obligations and the termination, expiration, or cancellation of all commitments of the Lenders to make loans or extend credit under the Credit Agreement; and (b)

Section 7.5 — Notices All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be given, delivered, and deemed received in accordance with the notice provisions set forth in the Credit Agreement, addressed as follows (or to such other address as a party may designate by notice given in accordance herewith): If

Section 7.6 — Successors and Assigns This Agreement shall be binding upon Grantor and its successors and assigns, and shall inure to the benefit of Collateral Agent and its successors and assigns and the other Secured Parties and their respective successors and assigns; provided that Grantor may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Collateral Agent (an

Section 7.7 — Severability If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, but only to the extent

Section 7.8 — Waiver No failure or delay by Collateral Agent or any other Secured Party in exercising any right, power, privilege, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, privilege, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, privilege, or remedy. The rights, powers, privileges, an

Section 7.9 — Headings The headings and captions appearing in this Agreement are included solely for convenience of reference and are not intended to affect the interpretation or construction of any provision of this Agreement. The table of contents, if any, and the headings of the Articles, Sections, Schedules, and Exhibits of this Agreement are for convenience of reference only, shall not be deemed to be a part of

Section 7.10 — Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or by electronic transmission in portable document format (.pdf) or any other electronic format

Section 7.11 — Entire Agreement This Agreement, together with the Security Agreement, the Credit Agreement, and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior agreements, arrangements, negotiations, discussions, understandings, and representations, whether written or oral, relating to the subject matter

1. Grantor hereby confirms that the security interest granted under the IP Security Agreement in favor of Collateral Agent, for the ratable benefit of the Secured Parties, extends to, and the IP Collateral (as defined in the IP Security Agreement) includes, the following additional intellectual property: (a) The additional patents and patent applications set forth on Attachment A-1 hereto, which patents and patent ap

2. Grantor hereby confirms that all of the representations, warranties, and covenants set forth in the IP Security Agreement are true and correct with respect to the additional intellectual property identified in this Supplement as of the date hereof, as if such representations, warranties, and covenants were made anew on and as of such date with respect to such additional intellectual property.

3. This Supplement shall be governed by, and construed and interpreted in accordance with, the provisions of the IP Security Agreement, including the governing law provisions set forth in Section 7.1 thereof.

4. This Supplement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission shall be effective as delivery of a manually executed original. [Remainder of this page intentionally left blank. Signature page follows.] [SIGNATURE PAGE TO SUPPLEMENT NO. [____] TO INTELLE