Exhibit 10.1(b)
INTELLECTUAL PROPERTY SECURITY
AGREEMENT
This Intellectual Property Security Agreement
is entered into as of February 22, 2008 by and between BRIDGE
BANK, N.A. (“ Bank ”) and EVOLVING SYSTEMS,
INC., a Delaware corporation (“ Grantor
”).
RECITALS
A.
Bank has agreed to make certain advances of money and to extend
certain financial accommodations (the “Credit
Extensions”) to Grantor in the amounts and manner set forth
in that certain Loan and Security Agreement by and between Bank and
Grantor dated of even date herewith (as the same may be amended,
modified or supplemented from time to time, the “Loan
Agreement”; capitalized terms used herein are used as defined
in the Loan Agreement). Bank is willing to make the Credit
Extensions to Grantor, but only upon the condition, among others,
that Grantor shall grant to Bank a security interest in certain
Copyrights, Trademarks and Patents of Grantor to secure the
obligations of Grantor under the Loan Agreement.
B.
Pursuant to the terms of the Loan Agreement, Grantor has granted to
Bank a security interest in all of Grantor’s right, title and
interest, whether presently existing or hereafter acquired, in, to
and under all of the Collateral.
NOW, THEREFORE,
Grantor agrees as
follows:
AGREEMENT
To
secure Borrower’s obligations under the Loan Agreement and
under any other agreement now existing or hereafter arising between
Borrower and Bank, Grantor grants and pledges to Bank a security
interest in all of Grantor’s right, title and interest in, to
and under its Intellectual Property Collateral (including without
limitation those Copyrights, Patents and Trademarks for which a
registration or application for registration has been filed
as listed on Exhibits A, B and C hereto), and including
without limitation all proceeds thereof (such as, by way of example
but not by way of limitation, license royalties and proceeds of
infringement suits), the right to sue for past, present and future
infringements, all rights corresponding thereto throughout the
world and all re-issues, divisions continuations, renewals,
extensions and continuations-in-part thereof.
This security interest is granted in
conjunction with the security interest granted to Bank under the
Loan Agreement. Each right, power and remedy of Bank provided
for herein or in the
