Exhibit 10.9
GRANT OF SECURITY INTEREST
IN PATENTS AND TRADEMARKS
THIS GRANT OF SECURITY INTEREST ("Grant"), effected as of April 27, 2004, is
executed by Sequiam Sports, Inc., a Delaware corporation ("Sequiam Sports"), in
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favor of Laurus Master Fund, Ltd. (the "Secured Party").
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A. Pursuant to a Master Security Agreement dated as of the date hereof (as
amended, restated, supplemented or otherwise modified from time to time, the
"Security Agreement") among Sequiam Sports, certain other Assignors (as defined
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in the Security Agreement), and the Secured Party, the terms and provisions of
which are hereby incorporated herein as if fully set forth herein, Sequiam
Sports and the other Assignors have granted a security interest to the Secured
Party in consideration of the Secured Party's agreement to provide loans to
Sequiam Corporation.
B. Sequiam Sports (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
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registered or applied for registration in the United States Patent and Trademark
Office of the patents more particularly described on Schedule 2 annexed hereto
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as part hereof (the "Patents").
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X. Xxxxxxx Sports wishes to confirm its grant to the Secured Party of a
security interest in all right, title and interest of Sequiam Sports 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
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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. Sequiam Sports 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. Xxxxxxx Sports 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 Sequiam Sports' 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. Sequiam Sports hereby appoints the Secured Party as Xxxxxxx
Sports' 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. Sequiam Sports 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
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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. Sequiam Sports agrees to execute financing statements or other
instruments to the extent required by the Uniform Commercial Code and in
executing such other documents or instruments as may be required or deemed
necessary by you for purposes of affecting or continuing your security interest
in the T&P Collateral.
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IN WITNESS WHEREOF, Xxxxxxx Sports has caused this instrument to be executed as
of the day and year first above written.
SEQUIAM SPORTS, INC.
By:
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Name:
Title:
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SCHEDULE 1 TO GRANT OF SECURITY INTEREST
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REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS
Trademark Registration or Registration or Country
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Application Number Application Date
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QUESTprint 76315067 09/20/01 USA
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SCHEDULE 2 TO GRANT OF SECURITY INTEREST
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PATENTS AND PATENT APPLICATIONS
Patent Registration or Registration or Country
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Application Number Application Date
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None.
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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 Sequiam Sports, Inc. 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
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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 Laurus Master Fund, Ltd., that [s]he is
authorized to execute the foregoing Xxxxx on behalf of said corporation and that
[s]he did so by authority of the Board of Directors of said corporation.
_________________________
Notary Public
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