EXHIBIT 4.50
FIRST AMENDMENT TO TRADEMARK AND LICENSE SECURITY AGREEMENT
THIS FIRST AMENDMENT TO TRADEMARK AND LICENSE SECURITY AGREEMENT (this
"Amendment") is entered into as of the 29th day of April, 2002, by and between
EPICEDGE, INC., a Texas corporation (the "Company"), and EDGEWATER PRIVATE
EQUITY FUND III, L.P., a Delaware limited partnership, as agent ("Agent") on
behalf of the lenders (the "Lenders") party to the Purchase Agreement (as
defined below).
W I T N E S S E T H:
WHEREAS, pursuant to that certain Note and Preferred Stock Purchase
Agreement dated as of April 16, 2002 (as may be amended, restated or otherwise
modified from time to time, the "Purchase Agreement"), by and among the Company,
Agent, the Lenders and certain other parties named therein, the Company and
Agent entered into that certain Trademark and License Security Agreement dated
as of April 16, 2002 (the "Agreement");
WHEREAS, in connection with an additional loan by Agent in the principal
amount of $500,000, the Company entered into a certain Substitute Convertible
Secured Promissory Note of even date herewith, in the original principal amount
of $2,100,000, which note was made in substitution of and replaced that certain
Substitute Convertible Secured Promissory Note dated as of April 16, 2002, in
the original principal amount of $1,600,000, that the Company issued to Agent
pursuant to the terms of the Purchase Agreement (the "Prior Note"); and
WHEREAS, as a result of the substitution and replacement of the Prior
Note, the parties hereto now desire to amend the Agreement to reflect the
changes set forth below.
NOW, THEREFORE, for and in consideration of the premises and mutual
agreements herein contained and for the purposes of setting forth the terms and
conditions of this Amendment, the parties, intending to be bound, hereby agree
as follows:
1. Incorporation of the Agreement. All capitalized terms that are not
defined hereunder shall have the same meanings as set forth in the Agreement,
and the Agreement, to the extent not inconsistent with this Amendment, is
incorporated herein by this reference as though the same were set forth in its
entirety. To the extent any terms and provisions of the Agreement are
inconsistent with the amendments set forth in Paragraph 2 below, such terms and
provisions shall be deemed superseded hereby. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and its provisions
shall be binding on the parties hereto.
2. Amendment of the Agreement.
(a) The first recital of the Agreement shall be amended and restated
in its entirety as follows:
WHEREAS, the Company, Lenders, Agent and certain other parties have
entered into that certain Note and Preferred Stock Purchase Agreement dated as
of April 16, 2002, as amended by that Amendment No. 1 to Note and Preferred
Stock Purchase Agreement dated as of
April __, 2002 (as may be further amended or modified from time to time, the
"Purchase Agreement") pursuant to which, among other things, the Company has
granted to Agent, on behalf of the Lenders, a security interest in substantially
all of its assets to secure the Company's prompt and complete payment of its
monetary obligations under the Notes (as defined in the Purchase Agreement),
including, without limitation, that certain Substitute Convertible Secured
Promissory Note dated as of April __, 2002, in the original principal amount of
$2,100,000 issued to Agent (the "Obligations"); and
(b) Section 1(e) is hereby amended and restated in its entirety to
read as follows:
(e) "Obligations" mean all monetary obligations of the Company to the
Lenders under the Note, including, without limitation, that certain Substitute
Convertible Secured Promissory Note dated as of April __, 2002, in the original
principal amount of $2,100,000 issued to Agent.
3. Fees and Expenses. The Company agrees to pay on demand all costs and
expenses of or incurred by Agent (including, but not limited to, legal fees and
expenses) in connection with the evaluation, negotiation, preparation, execution
and delivery of this Amendment.
4. Effectuation. The amendments to the Agreement contemplated by this
Amendment shall be deemed effective immediately upon the full execution of this
Amendment and without any further action required by the parties hereto. There
are no conditions precedent or subsequent to the effectiveness of this
Amendment.
5. Continuing Effect. Except as otherwise specifically set forth herein,
the provisions of the Agreement shall remain in full force and effect. The
Company hereby reaffirms its grant of the security interest in the Collateral,
as amended hereby.
6. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument. A signature page of this
Amendment executed and transmitted via facsimile shall be deemed an original for
all purposes.
[SIGNATURE PAGE FOLLOWS]
2
FIRST AMENDMENT TO TRADEMARK AND LICENSE SECURITY AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment to Trademark and License Security Agreement as of the date first above
written.
EPICEDGE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: CEO & President
EDGEWATER PRIVATE EQUITY FUND
III, L.P.
By: Edgewater III Management, L.P., its
General Partner
By: ▇▇▇▇▇▇ Management, Inc., its General
Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: VP