EXHIBIT
10.37
AMENDED AND RESTATED
COLLATERAL ASSIGNMENT
OF INTELLECTUAL PROPERTY
RIGHTS
THIS AMENDED AND RESTATED COLLATERAL ASSIGNMENT
OF INTELLECTUAL PROPERTY RIGHTS (the “ Assignment ”) is made
as of May 13, 2005 by and between by and among (A)
MobilePro Corp. , a Delaware corporation (“
MobilePro ”); (B) each Person executing this
Assignment as a “MobilePro Subsidiary;”(collectively
with Mobilepro, “ Assignor ”) and (C)
Cornell Capital Partners, L.P. , a Delaware
limited partnership (“ Cornell ” or “
Assignee ”). The Assignee and Assignor collectively
may be referred to as the “ parties ”
or each as a “ party .”
W I T N E S S E T H
WHEREAS , upon the terms and conditions set forth
herein, Assignor desires to assign to Assignee all of
Assignor’s rights in all of the United States and foreign
Letters Patent, patent applications, trademarks, licences, and
other intellectual property of the Borrower (the “
Intellectual Property ”) and each of its direct and
indirect Subsidiaries.
NOW, THEREFORE , for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as
follows:
1. Assignment . Assignor does hereby
collateraly assign to Assignee all right, title, and interest in
all of the Intellectual Property assets set forth in
Appendix A to this Assignment (the “
Intellectual Property ”). In consideration of the
mutual promises and undertakings herein, the Assignor does hereby
as on the date of completion unconditionally, absolutely and
irrevocably transfer and assign unto the Assigneeon an “as is
where is basis” all that the property, right, title,
interest, estate, and benefit of the Assignor into, over, or upon
the Intellectual Property as more specifically set out in Appendix
A to this Assignment together with goodwill of the business in the
goods in respect of which the Intellectual Property is registered,
applied for and has been used, to have and to hold the Intellectual
Property unto the Assignee absolutely forever from the date hereof
until and unless duly released by Assignee. Unless otherwise
defined herein, all capitalized terms, when used in this Assignment
shall have the same meaning as is defined in that certain 7.75%
Secured Convertible Debenture of even date herewith (as amended,
modified or supplemented from time to time, the “
Debenture ”).
2. Authorization . Assignor further
authorizes the Commissioner of Patents and Trademarks, and the
Registrar of Copyrights, of the United States, and any official of
any foreign country whose duty it is to issue patents or other
evidence or forms of intellectual property protection on any
applications as aforesaid (a) to record this Assignment as a
continuing first priority lien and security interest on all
trademarks, copyrights, and patents and other Intellectual Property
assigned to Assignee hereunder as collateral, and (b) upon receipt
of written notice from Assignee that a Default or an Event of
Default under any of the Debenture has occurred, to record title
thereto as the property of the Assignee, its successors, legal
representatives, and assigns in accordance with the terms of this
Assignment, and to issue the same to the Assignee, its
successors, legal representatives, and assigns, in accordance with
the terms of this instrument.
3. Further Assurances . Assignor further
covenants and agrees on behalf of each Assignor, each of its
successors, legal representatives, and assigns that it will
communicate to Assignee, its successors, legal representatives and
assigns, any facts known to it with respect the Intellectual
Property transferred pursuant hereto, cooperate in any legal
proceeding regarding the Intellectual Property transferred pursuant
hereto, sign all papers, execute all divisional, continuing, and
reissue applications, make all rightful oaths and generally provide
reasonable assistance and deliver all additional instruments or
documents to carry out the intent and perfect the rights granted in
this instrument, and that Assignor shall use its best efforts to
cause its employees, officers, or other individuals, as applicable,
to carry out such acts. Assignor hereby binds itself and its
subsidiaries to warrant and defend the title to all the
Intellectual Property transferred pursuant hereto unto Assignee and
Assignee’s successors and assigns, against every person
whomsoever lawfully claiming or to claim the same or any part
thereof.
4. Other Undertakings .
(a) Assignor hereby declares and confirms that
on and from the date hereof it has no right, title, interest or
benefit whatsoever, into, over or upon the Intellectual Property
hereby assigned by Assignor to the Assignee.
(b) Assignor further declares and confirms that
it shall not at any time hereafter claim or purport to claim
directly or indirectly in any manner whatsoever any right, title,
interest into, over or upon said Intellectual Property and Assignor
hereby declares and confirms that on and from the date hereof the
Assignee shall be the sole and absolute registered proprietor of
the trademarks together with all the goodwill of the business in
the goods in respect of said Intellectual Property has been
registered and used.
(c) The parties hereby undertake to do and
perform, sign, swear and execute all such further and other acts,
deeds, documents, matters or things as may be required by the
Assignee or considered necessary, desirable or proper to give
effect to the transfer and assignment of the Intellectual Property
rights.
(d) Assignor waives and quitclaims to Assignee
any and all claims, of any nature whatsoever, which Assignor now or
may hereafter have with respect to the Intellectual Property rights
transferred pursuant hereto or for infringement of any Intellectual
Property
