EXHIBIT 10.10
TRADEMARK SECURITY AGREEMENT
Trademark Security Agreement, dated as of July 28, 2005 (as amended,
restated or otherwise modified from time to time, the "Trademark Security
Agreement"), between ARTISTDirect, Inc. a Delaware corporation ("Grantor") and
U.S. Bank National Association, in its capacity as collateral agent for the
Initial Purchasers and all other Holders of the Securities (together with its
successors and assigns in such capacity, the "Collateral Agent").
PRELIMINARY STATEMENT
WHEREAS, Grantor is a party to a Security Agreement dated as of even
date herewith (as amended, restated or otherwise modified from time to time, the
"Security Agreement") between Grantor and the other grantors party thereto and
the Collateral Agent, as well as certain other Transaction Documents as
described in that certain Note and Warrant Purchase Agreement dated as of even
date herewith (as amended, restated or otherwise modified from time to time, the
"Note and Warrant Purchase Agreement") by and among Company, the investors
listed on the signature pages thereto and the Collateral Agent pursuant to which
Grantor is required to execute and deliver the Security Agreement and this
Trademark Security Agreement.
NOW, THEREFORE, in consideration of the promises contained therein
and to induce the Initial Purchasers to enter into the Transaction Documents,
Grantor hereby agrees with the Collateral Agent, as follows:
Section 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Security Agreement and used herein have the meaning given to them
in the Security Agreement.
Section 2. Grant of Security Interest in Trademark Collateral.
Grantor hereby pledges and grants to Collateral Agent, for the benefit of the
Initial Purchasers and Holders of the Securities, a security interest in all of
Grantor's right, title and interest in, to and under the following, whether
presently existing or hereafter created or acquired (collectively, the
"Trademark Collateral"):
(a) all United States federal and state trademarks, foreign
trademarks, trade names, corporate names, company names, business names,
fictitious business names, Internet domain names, service marks, certifications
marks, collective marks, logos, other source or business identifiers, designs
and general intangibles of a like nature, all registrations and applications for
any of the foregoing, including the registrations and applications referred to
on Schedule I hereto (collectively, "Trademarks");
(b) any and all agreements providing for the granting of any right
in or to Trademarks (whether Grantor is licensee or licensor thereunder)
including those referred to on Schedule I hereto (collectively, "Trademark
Licenses");
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(c) all extensions or renewals of the foregoing;
(d) all goodwill of the business connected with the use of, and
symbolized by, each Trademark and each Trademark License;
(e) the right to xxx for past, present and future infringement or
dilution of any of the foregoing or for any injury to goodwill; and
(f) all Proceeds of the foregoing, including, without limitation,
licenses, royalties, income, payments, claims, damages, and proceeds of suit.
Section 3. Security Agreement. The security interest granted
pursuant to this Trademark Security Agreement is granted in conjunction with the
security interest granted to the Collateral Agent for the Initial Purchasers and
Holders of the Securities pursuant to the Security Agreement and Grantor hereby
acknowledges and affirms that the rights and remedies of the Collateral Agent
with respect to the security interest in the Trademarks made and granted hereby
are more fully set forth in the Security Agreement and the other Transaction
Documents, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein. In the event that any provision of this
Trademark Security Agreement is deemed to conflict with the Security Agreement,
the provisions of the Security Agreement shall control.
Section 4. Applicable Law. This Trademark Security Agreement and the
rights and obligations of the parties hereunder shall be governed by, and shall
be construed and enforced in accordance with, the laws of the State of New York,
without regard to its conflicts of law provisions (other than Section 5-1401 and
Section 5-1402 of the New York General Obligation Laws).
Section 5. Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, Grantor has caused this Trademark Security
Agreement to be executed and delivered by its duly authorized officer as of the
date first set forth above.
ARTISTDIRECT, INC., a Delaware
corporation
By: /s/ Xxxxxx X. Xxxxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer
[Trademark Security Agreement]
Accepted and Agreed:
U.S. BANK NATIONAL ASSOCIATION
as Collateral Agent
By: /s/ Xxxx X. Xxxxxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
[Trademark Security Agreement]
SCHEDULE I
TO
TRADEMARK SECURITY AGREEMENT
TRADEMARK REGISTRATIONS AND APPLICATIONS
Federal Trademark Filings
XXXX APPL. NO. APPL. DATE REG. NO. REG. DATE OWNER
-------------------------- --------- ---------- -------- --------- ------------------
ARTISTDIRECT 75927362 2/24/00 2742630 7/29/03 ARTISTdirect, Inc.
A 76072567 6/19/00 2764726 9/16/03 ARTISTdirect, Inc.
A 76072566 6/19/00 2457335 6/5/01 ARTISTdirect, Inc.
A 76072563 6/19/00 2569613 7/17/01 ARTISTdirect, Inc.
A 76072562 6/19/00 2473501 7/31/01 ARTISTdirect, Inc.
A 76072561 6/19/00 2473500 7/31/01 ARTISTdirect, Inc.
A 76072560 6/19/00 2524524 1/1/02 ARTISTdirect, Inc.
BORN ON THE WORLD WIDE WEB 75768869 8/4/99 2382999 9/5/00 ARTISTdirect, Inc.
BORN ON THE WORLD WIDE WEB 75768868 8/4/99 2382998 9/5/00 ARTISTdirect, Inc.
BORN ON THE WORLD WIDE WEB 75768011 8/4/99 2382995 9/5/00 ARTISTdirect, Inc.
THE ULTIMATE BAND LIST 75306059 6/10/97 2407553 11/28/00 ARTISTdirect, Inc.
ARTISTDIRECT 75418187 7/15/98 2355839 6/6/00 ARTISTdirect, Inc.
ARTISTDIRECT 75061782 2/2/96 2155335 5/5/98 ARTISTdirect, Inc.
ARTISTDIRECT 75061781 2/2/96 2288100 10/19/99 ARTISTdirect, Inc.
UBL 75306060 6/10/97 2190655 9/22/98 ARTISTdirect, Inc.
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State Trademark Filings
XXXX STATE APPL. NO. APPL. DATE REG. NO. REG. DATE OWNER
---------------------- ----------- --------- ---------- -------- -------------- ------------------
THE ULTIMATE BAND LIST Puerto Rico 50161 April 30, 2002 ARTISTdirect, Inc.
ARTISTDIRECT Puerto Rico 50159 April 30, 2002 ARTISTdirect, Inc.
ARTISTDIRECT Puerto Rico 49609 March 31, 2002 ARTISTdirect, Inc.
XXX Xxxxxx Xxxx 00000 March 31, 2002 ARTISTdirect, Inc.
XXX Xxxxxx Xxxx 00000 March 31, 2002 ARTISTdirect, Inc.
THE ULTIMATE BAND LIST Tennessee 49614 March 31, 2002 ARTISTdirect, Inc.
THE ULTIMATE BAND LIST Puerto Rico 49614 March 31, 2002 ARTISTdirect, Inc.
THE ULTIMATE BAND LIST Tennessee 49613 March 31, 2002 ARTISTdirect, Inc.
THE ULTIMATE BAND LIST Puerto Rico 49613 March 31, 2002 ARTISTdirect, Inc.
THE ULTIMATE BAND LIST Tennessee 49612 March 31, 2002 ARTISTdirect, Inc.
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XXX XXXXXXXX XXXX XXXX Xxxxxx Xxxx 00000 March 31, 2002 ARTI STdirect, Inc.
ARTISTDIRECT Tennessee 49611 March 31, 2002 ARTI STdirect, Inc.
ARTISTDIRECT Tennessee 49610 March 31, 2002 ARTI STdirect, Inc.
ARTISTDIRECT Tennessee 49609 March 31, 2002 ARTI STdirect, Inc.
XXX Xxxxxx Xxxx 00000 April 30, 2002 ARTI STdirect, Inc.
XXX Xxxxxx Xxxx 00000 April 30, 2002 ARTI STdirect, Inc.
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