NOTICE OF TRADEMARK SECURITY AGREEMENT

 

 

WHEREAS, AFP IMAGING CORPORATION, a New York corporation (the “Grantor”), is the owner of certain trademarks and service marks, including without limitation the registrations therefor and applications in the United States Patent and Trademark Office as set forth on Schedule A annexed hereto and made a part hereof (collectively, the “Trademarks”); and

 

WHEREAS, the Grantor has entered into that certain Collateral Agreement of even date herewith (the “Collateral Agreement”), by and among the Grantor, certain of its affiliates and ComVest Capital LLC, a Delaware limited liability company (the “Secured Party”); and

 

WHEREAS, pursuant to the Collateral Agreement, the Grantor has agreed to grant to the Secured Party a continuing security interest in, and a continuing lien on, all of the Grantor’s right, title, and interest in and to the Trademarks (and any trademark(s) which may be issued upon the applications set forth on Schedule A);

 

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the Grantor does hereby assign and grant to the Secured Party a continuing security interest in and a continuing lien on the Trademarks, as security for the payment and performance of the Obligations as defined in the Collateral Agreement.

 

IN WITNESS WHEREOF, the Grantor has caused this Notice of Security Agreement to be duly executed by its authorized officer or agent as of April 13, 2007.

 

	AFP IMAGING CORPORATION   By: /s/ David Vozick
	Name: David Vozick
	Title: Chairman of the Board