SECOND LIEN TRADEMARK SECURITY AGREEMENT

Exhibit 10.11

EXECUTION VERSION

SECOND LIEN TRADEMARK SECURITY AGREEMENT

This SECOND LIEN INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Second Lien IP Security Agreement”), dated as of October 22, 2018, between the Person listed on the signature pages hereof (the “Grantor”), and XXXXXX XXXXXXX SENIOR FUNDING, INC., as collateral agent for the Second Lien Secured Parties (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “Collateral Agent”).

A.    Capitalized terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings assigned to such terms in the Second Lien Security Agreement, dated as of October 22, 2018 (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time, the “Second Lien Security Agreement”) among GLOBE INTERMEDIATE CORP., a Delaware corporation, GOBP HOLDINGS, INC., a Delaware corporation (the “Borrower”), each of the subsidiaries of the Borrower listed on Annex A thereto or that becomes a party thereto pursuant to Section 7.13 thereof and the Collateral Agent.

B.    The rules of construction and other interpretive provisions specified in Second Lien Sections 1.2, 1.5, 1.6, 1.7, 1.8 and 1.11 of the Second Lien Credit Agreement shall apply to this Second Lien Trademark Security Agreement, including terms defined in the preamble and recitals hereto.

C.    Pursuant to Section 4.4(e) of the Second Lien Security Agreement, the Grantor has agreed to execute or otherwise authenticate and deliver this Second Lien Trademark Security Agreement for recording the Security Interest granted under the Second Lien Security Agreement to the Collateral Agent in such Grantor’s U.S. Recordable Intellectual Property with the United States Patent and Trademark Office (“USPTO”).

Accordingly, the Collateral Agent and the Grantor agree as follows:

SECTION 1.    Grant of Security The Grantor hereby grants to the Collateral Agent for the benefit of the Second Lien Secured Parties a security interest (subject only to Liens permitted under each of the Credit Agreement and any Additional Second Lien Agreement) in all of such Grantor’s right, title and interest in and to the following (collectively, the “Collateral”):

(i)    the United States trademark and service xxxx registrations and applications and exclusive licenses thereof set forth in Schedule A hereto (provided that no security interest shall be granted in any “intent-to-use” trademark application filed with the USPTO prior to the filing and acceptance of a “Statement of Use” or “Amendment to Allege Use” with respect thereto), including all goodwill associated therewith or symbolized thereby (the “Trademarks”);

(ii)    all reissues, divisionals, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing;

(iii)    all rights to xxx at law or in equity for any past, present, or future infringement, misappropriation, dilution, violation, misuse or other impairment of or unfair competition with any of the foregoing, and to receive and collect injunctive or other equitable relief and damages and compensation; and

(iv)    all rights to receive and collect Proceeds from any of the foregoing.

SECTION 2.    Recordation. The Grantor authorizes and requests that the Commissioner for Trademarks and any other applicable governmental officer located in the United States to record this Second Lien Trademark Security Agreement.

SECTION 3.    Grants, Rights and Remedies. This Second Lien Trademark Security Agreement has been entered into in conjunction with the provisions of the Second Lien Security Agreement. The Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Collateral Agent with respect to the Collateral are more fully set forth in the Second Lien Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Second Lien Trademark Security Agreement and the terms of the Second Lien Security Agreement, the terms of the Second Lien Security Agreement shall govern.

SECTION 4.    Counterparts. This Second Lien Trademark Security Agreement may be executed by one or more of the parties to this Second Lien IP Security Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif”)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 5.    GOVERNING LAW. THIS SECOND LIEN IP SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 6.    Severability. Any provision of this Second Lien IP Security Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7.    Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 7.2 of the Second Lien Security Agreement. All communications and notices hereunder to the Grantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 13.2 of the Second Lien Credit Agreement (whether or not then in effect).

IN WITNESS WHEREOF, the Grantor and the Collateral Agent have duly executed this Second Lien Trademark Security Agreement as of the day and year first above written.

GROCERY OUTLET INC.
By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Chief Financial Officer
XXXXXX XXXXXXX SENIOR FUNDING, INC., as Collateral Agent
By:		/s/ Xxxxxxx XxxXxxxx
		Name:		Xxxxxxx XxxXxxxx
		Title:		Authorized Signatory

SCHEDULE A TO THE

SECOND LIEN TRADEMARK PROPERTY

SECURITY AGREEMENT

UNITED STATES TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS

Trademark1		App. No.		Trademark No.		Owner
AMELIA’S		85509370		4190703		Grocery Outlet Inc.
AMELIA’S GROCERY OUTLET		85509375		4205087		Grocery Outlet Inc.
BARGAIN MINUTE		85808393		4518765		Grocery Outlet Inc.
BARGAINOMICS		87213160		5313378		Grocery Outlet, Inc.
BARGAINS ON BRANDS YOU TRUST!		78424125		2964247		Grocery Outlet Inc.
XXX XXXXX		85597891		4249974		Grocery Outlet Inc.
BIG BRANDS. LITTLE PRICES.		85505693		4190431		Grocery Outlet Inc.
CANNED FOODS GROCERY OUTLETS		77699947		3701241		Grocery Outlet Inc.
XXXX		85597895		4249975		Grocery Outlet Inc.
ECO-FRUGAL		77867458		4112260		Grocery Outlet Inc.
FRUGAL FRIENDS		85597910		4245918		Grocery Outlet Inc.
		86135411		4769584		Grocery Outlet Inc.
GROCERY OUTLET BARGAIN MARKET		86532165		4888093		Grocery Outlet Inc.
GROCERY OUTLET BARGAIN MARKET		77561753		3604714		Grocery Outlet Inc.
		86032740		4479224		Grocery Outlet Inc.
		87108931		N/A		Grocery Outlet Inc.
GROCERY OUTLET BARGAINS ONLY!		76314254		2715156		Grocery Outlet Inc.
		78143358		2775580		Grocery Outlet Inc.
HARVEST DAY		78832121		3782829		Grocery Outlet, Inc.
HARVEST DAY		87164529		5325344		Grocery Outlet, Inc.
INDEPENDENCE FROM HUNGER		85410590		4135086		Grocery Outlet Inc.
INDEPENDENCE FROM HUNGER		85410597		4135088		Grocery Outlet Inc.

¹  Grantors have abandoned the following trademark registrations and make no representations, warranties, or covenants under the First Lien Security Agreement, First Lien Credit Agreement, Second Lien Security Agreement or the Second Lien Credit Agreement with respect to such trademark registrations: Registration No. 4190703 and Registration No. 4205087.

Trademark1		App. No.		Trademark No.		Owner
LADY XXX		78831598		3779585		Grocery Outlet, Inc.
XXXX PRICES		85597916		4249976		Grocery Outlet Inc.
NOSH		85128472		4247576		Grocery Outlet Inc.
NOSH		86780435		5067165		Grocery Outlet Inc.
		86795040		5093914		Grocery Outlet Inc.
		86795037		5093913		Grocery Outlet Inc.
OVERSHOP. UNDERSPEND.		77856328		3802978		Grocery Outlet Inc.
XXXXX UNDERSPEND		85597923		4249977		Grocery Outlet Inc.
WOW!		86573220		5306956		Grocery Outlet Inc.
		86578051		5218984		Grocery Outlet Inc.
		87206798		5372725		Grocery Outlet Inc.