GRANT OF SECURITY INTEREST
IN PATENTS AND TRADEMARKS
THIS GRANT OF SECURITY INTEREST ("Grant"), effected as of August 9, 2007,
is executed by Xxxxxx Welding Co., a Michigan corporation (the "Grantor"), in
favor of Laurus Master Fund, Ltd. (the "Secured Party").
A. Pursuant to a Security Agreement, dated as of the date hereof (as
amended, restated, supplemented or otherwise modified from time to time, the
"Security Agreements") among the Grantor, certain other Companies (as defined in
the Security Agreement), and the Secured Party, the terms and provisions of
which are hereby incorporated herein as if fully set forth herein, the Grantor
and the other Companies have granted a security interest to the Secured Party in
consideration of the Secured Party's agreement to provide financial
accommodations to Tarpon Industries, Inc. and certain of its Subsidiaries.
B. The Grantor (1) has adopted, used and is using the trademarks reflected
in the trademark registrations and trademark applications in the United States
Patent and Trademark Office more particularly described on Schedule 1 annexed
hereto as part hereof (the "Trademarks"), and (2) has registered or applied for
registration in the United States Patent and Trademark Office of the patents
more particularly described on Schedule 2 annexed hereto as part hereof (the
"Patents").
C. The Grantor wishes to confirm its grant to the Secured Party of a
security interest in all right, title and interest of the Grantor in and to the
Trademarks and Patents, and all proceeds thereof, together with the business as
well as the goodwill of the business symbolized by, or related or pertaining to,
the Trademarks, and the customer lists and records related to the Trademarks and
Patents and all causes of action which may exist by reason of infringement of
any of the Trademarks and Patents (collectively, the "T&P Collateral"), to
secure the payment, performance and observance of the Obligations (as that term
is defined in the Security Agreement).
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged:
1. The Grantor does hereby further grant to the Secured Party a security
interest in the T&P Collateral to secure the full and prompt payment,
performance and observance of the Obligations.
2. The Grantor agrees to perform, so long as the Security Agreement is in
effect, all acts deemed necessary or desirable by the Secured Party to permit
and assist it, at the Grantor's expense, in obtaining and enforcing the
Trademarks and Patents in any and all countries. Such acts may include, but are
not limited to, execution of documents and assistance or cooperation in legal
proceedings. The Grantor hereby appoints the Secured Party as the Grantor's
attorney-in-fact to execute and file any and all agreements, instruments,
documents and papers as the Secured Party may determine to be necessary or
desirable to evidence the Secured Party's security interest in the Trademarks
and Patents or any other element of the T&P Collateral, all acts of such
attorney-in-fact being hereby ratified and confirmed.
3. The Grantor acknowledges and affirms that the rights and remedies of the
Secured Party with respect to the security interest in the T&P Collateral
granted hereby are more fully set forth in the Security Agreement and the rights
and remedies set forth herein are without prejudice to, and are in addition to,
those set forth in the Security Agreement. In the event that any provisions of
this Grant are deemed to conflict with the Security Agreement, the provisions of
the Security Agreement shall govern.
4. The Grantor hereby authorizes the Secured Party to file all such
financing statements or other instruments to the extent required by the Uniform
Commercial Code and agrees to execute all such other documents, agreements and
instruments as may be required or deemed necessary by the Secured Party, in each
case for purposes of affecting or continuing Secured Party's security interest
in the T&P Collateral.
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IN WITNESS WHEREOF, the Grantor has caused this instrument to be executed
as of the day and year first above written.
XXXXXX WELDING CO.
By: /s/
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Name:
Title:
3
LAURUS MASTER FUND, LTD.
By: /s/
-------------------------------------
Name:
Title:
4
SCHEDULE 1 TO GRANT OF SECURITY INTEREST
REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS
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Registration or Registration or
Trademark Application Number Application Date Country
------------------ --------------------- --------------------- ------------
Spacerak 1529741 3/14/1989 USA
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SCHEDULE 2 TO GRANT OF SECURITY INTEREST
PATENTS AND PATENT APPLICATIONS
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Registration or Registration or
Patent Application Number Application Date Country
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STATE OF _____________)
) ss.:
COUNTY OF ____________)
On this ____ day of _________, ____, before me personally came ________
________________ who, being by me duly sworn, did state as follows: that [s]he
is ______________ of Xxxxxx Welding Co. that [s]he is authorized to execute the
foregoing Grant on behalf of said corporation and that [s]he did so by authority
of the [Board of Directors] of said corporation.
-------------------------
Notary Public
STATE OF _____________)
) ss.:
COUNTY OF ____________)
On this ____ day of _________, ____, before me personally came ________
_____________________ who, being by me duly sworn, did state as follows: that
[s]he is __________________ of Laurus Master Fund, Ltd., that [s]he is
authorized to execute the foregoing Grant on behalf of said corporation and that
[s]he did so by authority of the Board of Directors of said corporation.
-------------------------
Notary Public
