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Exhibit
10.5
LICENSE
AGREEMENT
This TRADEMARK LICENSE
AGREEMENT (“ Agreement ”) is effective as of the
10th day of February, 2006 (“Effective Date”) by and
between Sharpridge Capital Management LP, on the one hand, (the
“ Licensor ”) and Cypress Sharpridge
Investments, Inc., a corporation organized under the laws of the
State of Maryland, on the other (the “ Licensee
”).
WHEREAS, Licensee is a
newly-organized real estate investment trust (the “
Licensee Business ”);
WHEREAS, Licensor owns the
trademarks “Sharpridge” and “Sharpridge Capital
Management” for use in connection with fund investment
consultation, funds investment, investment advice and investment
management;
WHEREAS, pursuant to a
Limited Liability Company Agreement dated as of February 2,
2006, Sharpridge Capital Management (“ Sharpridge
”) is a member of Cypress Sharpridge Advisors LLC, a
newly-created limited liability company organized under the laws of
the State of Delaware (the “ Manager
”);
WHEREAS, pursuant to a
management agreement dated as of February 10, 2006 between
Licensee and the Manager (the “ Management Agreement
”), Licensee has engaged the Manager to perform investment
advisory services; and
WHEREAS, as contemplated by
the Management Agreement, Sharpridge has entered into a
Sub-Advisory Agreement with Manager dated as of February 10,
2006 (the “ Sub-Advisory Agreement ”), pursuant
to which Sharpridge will provide certain services to the Manager in
order to enable the Manager to perform its obligations to Licensee
under the Management Agreement;
WHEREAS, Licensee wishes to
obtain the right to use the names and trademarks
“Sharpridge” and “Sharpridge Capital
Management” (the “ Sharpridge Brand ”) and
the corporate logo design attached as Schedule A, a triangle split
vertically with one half black and the other half black and white
horizontal stripes (the “ Sharpridge Logo ” and,
together with the Sharpridge Brand, the “ Name
”) as part of the trademarks, service marks, trade names,
corporate names and domain names incorporating “CYPRESS
SHARPRIDGE INVESTMENTS” (the “ Composite Name
”), under which it will conduct the Licensee Business (as
defined above);
NOW, THEREFORE, in
consideration of the premises and the mutual promises and covenants
contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I
Grant of
Rights
Section 1.1. During the Term as set
forth in Article 4, and subject to the terms and conditions herein,
Licensor hereby grants to Licensee a royalty free, fully paid-up,
non-
exclusive license to use each of the
Sharpridge Brand and Sharpridge Logo solely (i) in the United
States, (ii) as part of the trademark, service mark, trade
name, corporate name or domain name “CYPRESS SHARPRIDGE
INVESTMENTS”, (iii) in connection with the Licensee
Business, and (iv) as part of materials used to communicate
corporate identity, including forms for incorporation or qualifying
for or registering to do business, SEC filings, press releases,
business cards, letterhead, stationery, signage, telephone
listings, bank accounts and website content (“ Corporate
Identity Materials ”) and marketing materials related
thereto. Licensee expressly acknowledges that it has no right to
use the Name standing alone. Licensee also agrees that it shall not
(y) use any variation, derivative or stylization of the
Composite Name or any word or mark confusingly similar thereto or
(z) use the Name in connection or combination with any other
name, trademark, service mark, term or logo (either of its own or a
third party) other than the Composite Name, in each case without
Licensor’s prior written approval. Licensor acknowledges that
Licensee may make investments or have shareholders outside the
United States, and any implied “use” of the Composite
Name due to this fact shall not violate this Agreement, but is
subject to Article 7. All rights not expressly granted to Licensee
in this Article 1 are reserved to Licensor.
ARTICLE II
Ownership
Section 2.1. Licensee agrees that, as
between the parties, Licensor is the sole owner of the Name and all
rights related thereto. Licensee agrees not to directly or
indirectly challenge or contest the validity of the Name or
Licensor’s rights therein, including without limitation,
arising out of or relating to any third-party claim, allegation,
action, demand, proceeding or suit (“ Action ”)
regarding enforcement of this Agreement or involving any third
party. The parties intend that any and all goodwill in the Name
arising from Licensee’s use of the Composite Name shall inure
solely to the benefit of Licensor. Notwithstanding the foregoing,
in the event that Licensee is deemed to own any rights in the Name
(or the Name portion of the Composite Name), Licensee hereby
assigns such rights to Licensor.
ARTICLE III
Use of the
Mark
Section 3.1. Licensee agrees to
maintain and preserve the quality of the Name, and to use the
Composite Name in good faith and in a dignified manner, in a manner
consistent with Licensor’s high standards of and reputation
for quality, and in accordance with good trademark practice
wherever the Composite Name is used. Licensee shall not take any
action that could be detrimental to the Name, the Composite Name or
their associated goodwill. Licensee agrees to include on all
displays of the Name and the Composite Name to third parties
appropriate notices and legends as may be requested by the Licensor
or required under applicable laws in order to preserve and protect
the validity of, and all of Licensor’s right, title and
interest in, the Name.
Section 3.2. Upon request by Licensor,
Licensee shall furnish to Licensor representative samples and
documentation of all advertising, marketing and promotional
materials and other items that are used in connection with the
Composite Name. Licensee shall be required to make any changes to
such materials that Licensor requests in order to comply with
Section 3.1, or to preserve the validity of, or
Licensor’s rights in, the Name.
2
Section 3.3. Licensee shall, at its
sole expense, comply at all times with all applicable laws,
regulations, exchange and other rules and reputable industry
practice pertaining to the Licensee Business and the use of the
Composite Name.
ARTICLE IV
Term and
Termination
Section 4.1. The term of this
Agreement (“ Term ”) commences on the Effective
Date and shall continue for twenty (20) years, automatically
renewable without any prior notice to, or action by, either party
or their successors or assignees for additional periods of twenty
(20) years each, unless termination occurs earlier pursuant to
the other provisions of this Article 4.
Section 4.2. If a party materially
breaches one or more of its obligations hereunder, the other party
may terminate this Agreement, effective upon written notice, if
such party does not cure such breach within 30 days of written
notice thereof (or any mutually-agreed extension). Licensor may
terminate this Agreement immediately, effective upon written
notice, if Licensee violates Article 7.
Section 4.3. This Agreement shall
terminate immediately if (i) the Sharpridge Sub-Advisory
Agreement is terminated or expires pursuant to its terms or
(ii) an affiliate of Licensor is no longer acting as Manager
to Licensee under the Management Agreement or a similar
agreement.
Section 4.4. Licensor has the right to
terminate this Agreement immediately upon written notice to
Licensee if (i) Licensee makes an assignment for the benefit
of creditors; (ii) Licensee admits in writ
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