PATENT ASSIGNMENT
`
`Electronic Version v1.1
`Stylesheet Version v1.1
`
`SUBMISSION TYPE:
`
`NEW ASSIGNMENT
`
`NATURE OF CONVEYANCE:
`
`SECURITY AGREEMENT
`
`CONVEYING PARTY DATA
`
`INMUSIC BRANDS, INC.
`
`RECEIVING PARTY DATA
`
`09/28/2012
`
`
`
`
`
`Name:JBANKOFAWERIGANASSS
`
`
`
`
`
`
`PROPERTY NUMBERSTotal: 87
`
`
`
`Application Number:
`
`13463462
`
`ee
`CLEELALY
`
`a
`
`

`

`Patent Number:
`
`Application Number:
`
`13494335
`
`Application Number:
`
`29407937
`
`D663734oersd
`
`Sse”:c==oOeSeT”eS
`
`Patent Number:
`
`D627829
`
`

`

`29389304
`
`Application Number:
`
`12952541
`
`ososdPatent Number:
`
`D624053
`
`
`
`6448484
`Patent Number:
`OT
`
`Patent Number:
`
`Patent Number:
`
`D663352
`
`D668709
`
`Application Number:
`
`29413994
`
`

`

`
`Application Number:
`29420794
`
`
`D654345
`
`CORRESPONDENCE DATA
`
`Fax Number:
`
`5089293177
`
`Correspondence will be sent via US Mail when the fax atiempt is unsuccessful.
`Phone:
`508-926-3455
`
`Email:
`Correspondent Name:
`AddressLine 1:
`
`trademark@bowditch.com
`Roger P. Zimmerman
`311 Main Street
`
`AddressLine 2:
`
`P.O. Box 15156
`
`Worcester, MASSACHUSETTS 01615
`Address Line 4:
`
`
`ATTORNEY DOCKET NUMBER:
`
`060808.0565
`
`This document serves as an Oath/Declaration (37 CFR 1.63).
`
`
`
`Total Attachments: 28
`
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`
`

`

`INTELLECTUAL PROPERTY SECURITY AGREEMENT
`
`This Intellectual Property Security Agreement (this “IP_Agreement”) is made as of the
`28th day of September, 2012 by and between INMUSIC BRANDS,INC.,a Florida corporation
`with its principal place of business at 200 Scenic View Drive, Suite 201, Cumberland, Rhode
`Island 02864 (‘“inMusic Brands”) and BANK OF AMERICA, N.A., a national banking
`association with an office at 100 Front Street, Worcester, Massachusetts 01608 (the “Bank”).
`
`RECITALS
`
`Bank has agreed to make advances of money and to extend certain financial
`A.
`accommodations (the “Loans”) to each of inMusic Brands, inMusic, LLC (“inMusic”), Numark
`
`International, Inc. (“Numark”) and Sonivox, L.P. (“Sonivox”) (inMusic Brands, inMusic, Sonivox
`and International individually a “Borrower” and collectively the “Borrowers”), pursuant to that
`certain Loan and Security Agreement dated as of even date herewith by and among Borrowers
`and Bank (as may be amended from timeto time, the “Loan Agreement”). The Loans are secured
`pursuant to the terms of the Loan Agreement. Bank is willing to enter into certain financial
`accommodations with Borrowers, but only upon the condition, among others,
`that
`inMusic
`Brands shall grant to Bank a continuing security interest in certain Copyrights, Trademarks,
`Patents, and Mask Works to secure the obligations of Borrowers under the Loan Agreement.
`Defined terms used but not defined herein shall have the same meanings as in the Loan
`Agreement.
`
`Pursuant to the terms of the Loan Agreement, inMusic Brands has granted to Bank
`B.
`a security interest in all of its right, title and interest, whether presently existing or hereafter
`acquired, in, to and under all of the Collateral (as defined in the Loan Agreement).
`
`NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
`acknowledged and intending to be legally bound, as collateral security for the prompt and
`complete payment when due of inMusic Brands’ Indebtedness(as defined below), inMusic Brands
`hereby represents, warrants, covenants and agreesas follows:
`
`Grant of Security Interest. As collateral security for the prompt and complete -
`1.
`payment and performanceofall of its present or future indebtedness, obligations and liabilities to
`Bank, including, without
`limitation, all Obligations (as defined in the Loan Agreement)
`(hereinafter, the “Indebtedness”), inMusic Brands hereby grants a continuing security interest in
`all of its right, title and interest in, to and underits intellectual property collateral (all of which
`shall collectively be called the “Intellectual Property Collateral”), including withoutlimitation, the
`following:
`
`Anyand all copyright rights, copyright applications, copyright registrations
`(a)
`and like protections in each work or authorship and derivative work thereof, whether
`published or unpublished and whetheror not the samealso constitutes a trade secret, now
`
`{Client Files\BAN\060808\0565\DOC\02464701.DOC;3}
`
`

`

`or hereafter existing, created, acquired or held, including without limitation those set forth
`on Exhibit A attached hereto (collectively, the “Copyrights’’);
`
`Any and all trade secrets and any and all intellectual property rights in
`(b)
`computer software and computer software products now or hereafter existing, created,
`acquired orheld;
`(c)
`Any and all design rights which may be available to inMusic Brands now or
`hereafter existing, created, acquired or held;
`
`All patents, patent applications and like protections now or hereafter
`(d)
`existing, created, acquired or held, including without limitation improvements,divisions,
`continuations, renewals, reissues, extensions and continuations-in-part of the same, and
`including without limitation the patents and patent applications set forth on Exhibit B
`
`attached hereto (collectively, the “Patents”;
`
`registered or not,
`Any trademark and service mark rights, whether
`(e)
`applications to register and registrations of the same andlike protections, now or hereafter
`existing, created, acquired or held and the entire goodwill of the business of inMusic
`Brands connected with and symbolized by such trademarks, including without limitation
`those set forth on Exhibit C attached hereto (collectively, the “Irademarks’’);
`
`the protection of
`rights available for
`similar
`All mask works or
`(f)
`semiconductor chips, now ownedor hereafter acquired, including withoutlimitation those
`set forth on Exhibit D attached hereto (collectively, the “Mask Works”);
`
`Any and all claims for damages by way of past, present and future
`(g)
`infringements of anyof the rights included above, with the right, but not the obligation, to
`sue for and collect such damagesfor said use or infringement ofthe intellectual property
`rights identified above;
`
`licenses or other rights to use any of the Copyrights, Patents,
`All
`(h)
`Trademarks or Mask Worksandall license fees and royalties arising from such use to the
`extent permitted by suchlicenseorrights;
`
`renewals and extensions of any of the
`All amendments, extensions,
`(i)
`Copyrights, Trademarks, Patents or Mask Works; and
`
`All proceeds and products of the foregoing, including without limitation all
`(Qj)
`payments under insurance or any indemnity or warranty payable in respect of any of the
`foregoing.
`
`the
`inMusic Brands authorizes and requests that
`Authorization and Request.
`2.
`Register of Copyrights and the Commissioner of Patents and Trademarks record this IP
`Agreementor evidence of same.
`
`{Client Files\BAN\060808\0565\D0C\02464701.DOC;3}
`
`

`

`Covenants and Warranties.
`3.
`agrees as follows:
`
`inMusic Brands represents, warrants, covenants and
`
`It is now the ‘sole owner of the registered Intellectual Property Collateral
`(a)
`except for non-exclusive licenses granted by it to its customers in the ordinary course of
`business, and with respect to unregistered Intellectual Property, unless Bank is notified
`otherwise by inMusic Brands, its use thereof remains unchallenged;
`
`Performance of this IP Agreement does not conflict with or result in a
`(b)
`breach of any IP Agreement to which it
`is bound except to the extent
`that certain
`intellectual property agreements prohibit the assignment of the rights thereunder to a third
`party without the licensor’s or other party’s consent and this IP Agreement constitutes a
`security interest;
`
`During the term of this IP Agreement, inMusic Brandswill not transfer or
`(c)
`otherwise encumber any interest
`in the Intellectual Property Collateral except
`for
`non-exclusive licenses granted by inMusic Brandsin the ordinary course of business or as
`set forth in this IP Agreement;
`
`To its knowledge, each of the Patents is valid and enforceable, and no part
`(d)
`of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole
`or in part, and no claim has been madethat any part of the Intellectual Property Collateral
`violates the rights of any third party;
`
`inMusic Brands shall promptly advise Bank of any material adverse change
`(e)
`in the composition of the Collateral, including but not limited to any subsequent ownership
`right of inMusic Brands in or to any Trademark, Patent, Copyright or Mask Work
`‘specified in this IP Agreement;
`
`inMusic Brands shall (i) protect, defend and maintain the validity and
`(f)
`enforceability of the Trademarks, Patents, Copyrights and Mask Works,
`(ii) use
`reasonable efforts to detect infringements of the Trademarks, Patents, Copyrights and
`Mask Works and promptly advise Bank in writing of material infringements detected, and
`(iii) not allow any Trademarks, Patents, Copyrights and Mask Works to be abandoned,
`forfeited or dedicated to the public without the written consent of Bank, which shall not
`be unreasonably withheld, unless inMusic Brands determines that reasonable business
`practices suggest that abandonmentis appropriate;
`
`inMusic Brands shall promptly register the most recent version of any ofits
`(g)
`Copyrights, if not so already registered, and shall, from time to time, execute and file such
`other instruments and take such further actions as Bank may reasonably request from time
`to time to perfect or continue the perfection of Bank’s interest in the Intellectual Property
`Collateral;
`
`This IP Agreement creates, and in the. case of after-acquired Intellectual
`(h)
`Property Collateral, this IP Agreement will create at the time inMusic Brands first has
`
`{Client Files\BAN\060808\0565\D0C\02464701.D0C;3}
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`

`

`rights in such after-acquired Intellectual Property Collateral in favor of Bank a valid and
`perfected first priority security interest in the Intellectual Property Collateral in the United
`States securing the payment and performance ofthe obligations evidenced by the Loan
`Agreement upon making thefilings referred to in clause (i) below;
`
`To its knowledge, except for, and upon,the filing with the United States
`(i)
`Patent and Trademark office with respect to the Patents and Trademarks and the Register
`of Copyrights with respect to the Copyrights and Mask Works necessary to perfect the
`security interests created hereunder and except as has been already madeor obtained, no
`authorization, approval or other action by, and no notice to or filing with, any U.S.
`governmental authority or U.S. regulatory body is required either (i) for the grant by
`inMusic Brands of the security interest granted hereby or for the execution, delivery or
`performance of this IP Agreement by inMusic Brandsin the U.S. or(ii) for the perfection
`in the United States or the exercise by Bank ofits rights and remedies thereunder;
`
`All information heretofore, herein or hereafter supplied to Bank by or on
`(j)
`behalf of inMusic Brands with respect to the Intellectual Property Collateral is accurate
`and complete in all material respects;
`
`inMusic Brands shall not enter into any agreement that would materially
`(k)
`impair or conflict with its obligations hereunder without Bank’s prior written consent,
`which consent shall not be unreasonably withheld.
`inMusic Brands shall not permit the
`inclusion in any material contract to which it becomesa party of any provisions that could
`or might in any way prevent the creation of a security interest in inMusic Brands’ rights
`and interest in any property included within the definition of the Intellectual Property
`Collateral acquired under such contracts, except that certain contracts may contain anti-
`assignment provisions that could in effect prohibit the creation of a security interest in
`such contracts.
`
`Upon any executive officer or manager of inMusic Brands obtaining actual
`())
`knowledge thereof, inMusic Brands will promptly notify Bank in writing of any eventthat
`materially adversely affects the value of any material Intellectual Property Collateral, the
`ability ofinMusic Brands to dispose of any material Intellectual Property Collateral of the
`rights and remedies of Bank in relation thereto, including the levy of any legal process
`against any of the Intellectual Property Collateral.
`
`to take, at
`Bank’s Rights. Bank shall have the right, but not the obligation,
`4,
`inMusic Brands’ sole expense, any actions that
`inMusic Brands is required under this IP
`Agreement to take but which inMusic Brandsfails to take, after ten (10) days’ notice to inMusic
`_ Brands.
`inMusic Brands shall reimburse and indemnify Bank for all reasonable costs and
`reasonable expensesincurred in the reasonable exercise ofits rights under this Section 4.
`
`inMusic Brands hereby grants to Bank and its employees,
`Inspection Rights.
`5.
`representatives and agents the right to visit, during reasonable hours upon prior reasonable
`written notice to inMusic Brands, any of inMusic Brands’ plants and facilities that manufacture,
`install or store products (or that have done so during the prior twelve-month period) that are sold
`
`{Client Files\BAN\060808\0565\D0C\02464701.DOC;3}
`
`

`

`utilizing any of the Intellectual Property Collateral, and to inspect the products and quality control
`records relating thereto upon reasonable written notice to inMusic Brands and as often as may be
`reasonably requested, but not more than once in every twelve (12) months; provided, however,
`nothing herein shall entitle Bank access to inMusic Brands’ trade secrets and other proprietary
`information.
`
`6.
`
`Further Assurances; Attorney in Fact.
`
`Ona continuing basis, inMusic Brands will, subject to any prior licenses,
`(a)
`encumbrances and restrictions and prospective licenses, make, execute, acknowledge and
`deliver, and file and record in the properfiling and recording places in the United States,
`all such instruments,
`including appropriate financing and continuation statements and
`collateral agreements andfilings with the United States Patent and Trademarksoffice and
`the Register of Copyrights, and take all such action as may reasonably be deemed
`necessary or advisable, or as requested by Bank, to perfect Bank’s security interest in all
`Copyrights, Patents, Trademarks and Mask Worksand otherwise to carry out the intent
`and purposes of this IP Agreement, or for assuring and confirming to Bank the grant or
`perfection of a security interest in all Intellectual Property Collateral.
`
`(b)|inMusic Brands hereby irrevocably appoints Bank as its attorney-in-fact,
`with full authority in the place and stead of inMusic Brands and in the name of inMusic
`Brands, Bank or otherwise, from time to time in Bank’s discretion, upon inMusic Brands’
`failure or inability to do so, to take any action and to execute any instrument which Bank
`may deem necessary or advisable to accomplish the purposes of this Section 6 of this IP
`Agreement, including:
`
`in its sole discretion, this IP Agreement withoutfirst
`to modify,
`(i)
`obtaining inMusic Brands’ approval of or signature to such modification by
`amending Exhibit A, Exhibit B, Exhibit C and Exhibit D hereof, as appropriate, to
`include reference to any right,
`title or
`interest
`in any Copyrights, Patents,
`Trademarks or Mask Works acquired by inMusic Brands after the execution
`hereof or to delete any reference to any right, title or interest in any Copyrights,
`Patents, Trademarks or Mask Works in which inMusic Brands no longer has or
`claims any right, title or interest; and
`
`to file, in its sole discretion, one or more financing or continuation
`(ii)
`statements and amendments thereto, relative to any of the Intellectual Property
`Collateral without the signature of inMusic Brands where permitted by law.
`
`Events of Default. The occurrence of any of the following shall constitute an
`7.
`Event of Default under this IP Agreement.
`(a)
`An Event of Default beyond any applicable grace or cure period occurs and
`is continuing under the Loan Agreement or any document from Borrowers to Bank, or
`
`{Client Files\BAN\060808\0565\D0C\02464701.DOC;3}
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`

`

`(b)|inMusic Brands breaches any warranty or agreement made by inMusic
`Brands in this IP Agreement and such breach threatens to have or results in a material
`adverse effect upon any of the Intellectual Property Collateral.
`
`Remedies. Upon the occurrence of an Event of Default beyond any applicable
`8.
`grace or cure period and at any time thereafter, Bank shall have the right to exercise all the
`remedies of a secured party under the Massachusetts Uniform Commercial Code,
`including
`without limitation the right to require inMusic Brands to assemble the Intellectual Property
`Collateral and any tangible property in which Bank hasa security interest and to makeit available
`to Bank at a place designated by Bank. Bank shall have a non-exclusive, royalty-free license to
`use the Copyrights, Patents, Trademarks and Mask Worksto the extent reasonably necessary to
`permit Bank to exercise its rights and remedies upon the occurrence of an Event of Default
`beyond any applicable grace or cure period and at any time thereafter.
`inMusic Brands will pay
`any expenses (including reasonable attorney’s fees) incurred by Bank in connection with the
`exercise of any of Bank’s rights hereunder, including without limitation any expense incurred in
`disposing of the Intellectual Property Collateral. All of Bank’s rights and remedies with respect
`to the Intellectual Property Collateral shall be cumulative.
`
`inMusic Brands agrees to defend, indemnify and hold harmless Bank
`Indemnity.
`9.
`and its officers, employees and agents against:
`(a) all obligations, demands, claims andliabilities
`claimed or asserted by any other party in connection with the transactions contemplated by this IP
`Agreement, and (b) all losses or expenses in any way suffered, incurred or paid by Bank as a
`result of or in any way arising out of, following or consequential to transactions between Bank
`and inMusic Brands, whether under this IP-Agreement or otherwise (including without limitation
`reasonable attorneys’ fees and reasonable expenses), except for losses arising from or out of
`Bank’s gross negligence or willful misconduct.
`
`Reassignment. At such time as inMusic Brands shall completely satisfy all of the
`10.
`obligations secured hereunder, Bank shall execute and deliver to inMusicBrands all deeds,
`assignments and other instruments as may be necessary or proper to reinvest in inMusic Brands
`full title to the property assigned hereunder, subject to any disposition thereof which may have
`been made by Bank pursuant hereto.
`
`Course of Dealing. No course ofdealing, nor anyfailure to exercise, nor any delay
`11.
`in exercising any right, powerorprivilege hereundershall operate as a waiver thereof.
`
`If any action relating to this IP Agreement is brought by either
`Attorneys’ Fees.
`12.
`party hereto against the other party, the prevailing party shall be entitled to Tecover reasonable
`attorneys’ fees, costs and disbursements.
`
`Amendments. This IP Agreement may be amendedonly by a written instrument
`13.
`signed by both parties hereto.
`
`Counterparts. This IP Agreement may be executed in two or more counterparts,
`14.
`each of which shall be deemed an original but all of which together shall constitute the same
`instrument.
`
`{Client Files\BAN\060808\0565\DOC\02464701.DOC;3}
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`

`

`Law and Jurisdiction. This IP Agreement shall be governed by and construed in
`15.
`accordance with the laws of The Commonwealth of Massachusetts.
`INMUSIC BRANDS
`AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS IP AGREEMENT OR
`ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF
`THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING
`THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH
`COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON
`INMUSIC BRANDS BY MAIL AT THE ADDRESS SET FORTHIN THIS IP AGREEMENT.
`INMUSIC BRANDS HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR
`HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR
`THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT FORUM.
`
`INMUSIC BRANDS AND THE BANK (BY
`JURY TRIAL WAIVER.
`16.
`ACCEPTANCE OF THIS IP AGREEMENT) MUTUALLY HEREBY KNOWINGLY,
`VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY
`IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN
`CONNECTION WITH THIS IP AGREEMENT, THE LOAN AGREEMENT, THE
`NOTES (AS DEFINED IN THE LOAN AGREEMENT) OR ANY SECURITY
`DOCUMENTS EXECUTED OR CONTEMPLATED TO BE EXECUTED IN
`CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF
`DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
`ANY PARTY RELATED HERETO, INCLUDING, WITHOUT LIMITATION, ANY
`COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF
`THE BANK RELATING TO THE ADMINISTRATION OF THE LOANS OR
`ENFORCEMENTOF THIS IP AGREEMENT, THE LOAN AGREEMENT, THE NOTES
`OR ANY OF THE SECURITY DOCUMENTS, AND AGREE THAT NO PARTY WILL
`SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN
`WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EXCEPT AS
`PROHIBITED BY LAW, INMUSIC BRANDS HEREBY WAIVES ANY RIGHT IT MAY
`HAVE TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL,
`EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES
`OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.
`INMUSIC BRANDS
`CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE BANK
`HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WOULD
`NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
`WAIVER. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE
`BANK TO ACCEPTTHIS IP AGREEMENT AND MAKE THE LOANS.
`
`In handling any confidential information, Bank shall exercise the
`Confidentiality.
`17.
`same degree of care that it exercises for its own proprietary information, but disclosure of
`information may be made:
`(i) to Bank’s subsidiaries or affiliates in connection with their present
`or prospective business relations with inMusic Brands;
`(ii)
`to prospective transferees or
`purchasers of any interest in the Loans, provided that prior to the occurrence of an Event of
`Default, Bank shall require that such prospective transferees or purchasers exercise the same
`standard of care as the Bank is required to hereunder; (iii) as required by law, regulation, :
`
`{Client Files\BAN\060808\0565\D0C\02464701.DOC;3}
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`

`

`subpoena or other order; (iv) as required in connection with Bank’s examination or audit; and (v)
`as Bank considers appropriate in exercising remedies under this IP Agreement. Confidential
`information does not include information that either: (a) is in the public domain or in Bank’s
`. possession when disclosed to Bank, or becomes part of the public domain after disclosure to
`Bank; or (b) is disclosed to Bank by a third party, if Bank does not know that the third party is
`prohibited from disclosing the information.
`
`THIS SPACE INTENTIONALLY LEFT BLANK;
`SIGNATURES APPEAR ON THE FOLLOWING PAGE
`
`{Client Files\BAN\060808\0565\DOC\02464701.DOC;3}
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`

`

`EXECUTED as a sealed instrument under
`Massachusetts on the day and yearfirst written above.
`
`the laws of The Commonwealth of
`
`INMUSIC BRANDS,INC.
`
`
`
` By:
`
`:
`Name: Paul R. Antrop
`Title: Executive Vice
`
`esident
`
`BANK OF AMERICA,N.A.
`
`Witness
`
`.
`
`By:
`Name: Peter G. McCarthy
`Title:
`Senior Vice President
`
`STATE OF RHODE ISLAND
`
`County of Providence
`On this."tay of September, 2012, before me, the undersigned notary public, personally
`appeared Paul R. Antrop, Executive Vice President of inMusic Brands, Inc., proved to me
`through satisfactory evidence of identification, which was [_] photographic identification with
`signature issyed by a federal or state governmental agency, [] oath or affirmation of a credible
`witness, personal knowledge ofthe undersigned, to be the person whose nameis signed on the
`preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose
`as Executive Vice President of inMusic Brands, Inc.
`
`,
`
`JEAN A. HARRINGTON.
`|) BF NOTNYFUSLIC- RHODELAND
`
`BP WyCommission Expires8-19.201
`
`{Client Files\BAN\060808\0565\D0C\02464701.DOC;3}
`
`

`

`EXECUTED as a sealed instrument under
`Massachusetts on the day and yearfirst written above.
`
`the laws of The Commonwealth of
`
`INMUSIC BRANDS,INC.
`
`ee By:
`Witness
`Name: Paul R. Antrop
`Title: Executive Vice President
`
`BANK OF AMERICA,N.A.
`
`
`
`Cr
`:
`Witne
`
`A
`/)
`cam
`By: 7 wh
`Name: Peter G. McCarthy
`Title:
`Senior Vice President
`
`/
`
`~
`
`County of Providence
`
`STATE OF RHODE ISLAND
`
`On this _ day of September, 2012, before me, the undersigned notary public, personally
`appeared Paul R. Antrop, Executive Vice President of inMusic Brands, Inc., proved to me
`through satisfactory evidence of identification, which was [_] photographic identification with
`signature issued by a federal or state governmental agency, | oath or affirmation of a credible
`witness, [_] personal knowledge ofthe undersigned,to be the person whose nameis signed on the
`preceding document, and acknowledged to me that he signed it voluntarily for its stated purpose
`as Executive Vice President of inMusic Brands,Inc.
`
`Notary Public
`My Commission Expires:
`
`{Client Files\BAN\060808\0565\D0C\02464701.DOC;3}
`
`

`

`EXHIBIT A —- COPYRIGHTS:
`
`SEE ATTACHED
`
`EXHIBIT B — PATENTS:
`
`SEE ATTACHED
`
`EXHIBIT C - TRADEMARKS:
`
`SEE ATTACHED
`
`- EXHIBIT D - MASK WORKS:
`
`SEE ATTACHED
`
`{Client Files\BAN\060808\0565\D0C\0246470 1.DOC;3}
`
`

`

`EXHIBITS TO INTELLECTUAL PROPERTY SECURITY AGREEMENT
`dated as of
`SEPTEMBER28, 2012
`by and among
`INMUSIC BRANDS,INC.
`
`and
`BANK OF AMERICA, N.A.
`
`

`

`EXHIBIT A
`
`Copyrights
`
`TORQ1.5, registration number TX7-256-308
`TORQ 2.0, registration number TX7-377-346
`Starburst Arcade Design, registration number VA-1-801-795
`Computer Program for Music Mixing Device, registration number TX 4-825-186
`Alesis HR 16-B Drum Voices, registration number SR-125-805
`,
`Alesis HR 16 Drum Voices,registration number SR~125-806
`Alesis SR-16 Samples, registration number SR-13 1-345
`Alesis Drum MachineSoftware, registration number TX-2-831-574
`Alesis SR-16 Software Listing, registration number TX-3-055-259
`
`

`

`EXHIBIT B
`
`Patents
`
`See Attached
`
`

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