INTELLECTUAL PROPERTY SECURITY AGREEMENT
Execution Version
Exhibit
10.3
THIS
INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time,
this “Agreement”) is entered into as of
May 29, 2019 by and among East West Bank (“Bank”), New Age Beverages
Corporation (“Borrower”), New Age Health
Sciences, Inc. (“New Age
Health”), Morinda, Inc. (“Morinda” and together with New Age
Health, “Grantors”).
RECITALS
A. Bank
has agreed to make Credit Extensions to Borrower in the amount and
manner set forth in that certain Loan and Security Agreement, dated
as of the date hereof (as amended, restated, amended and restated,
supplemented and otherwise modified from time to time, the
“Loan
Agreement”), between Bank and Borrower. Capitalized
terms used herein that are not otherwise defined herein are used as
defined in the Loan Agreement).
B. Bank
is willing to extend financial accommodations to Borrower, but only
upon the condition, among others, that Borrower and Grantors shall
grant to Bank a security interest, effective upon the date hereof,
in certain Copyrights, Trademarks and Patents to secure the
obligations of Borrower under the Loan Agreement.
Now,
Therefore, Borrower and each Grantor agrees as
follows:
AGREEMENT
To
secure its obligations under the Loan Agreement and under any other
Loan Document, Borrower and each Grantor hereby grants and pledges
to Bank a security interest in all of its respective right, title
and interest in, to and under its intellectual property (including
without limitation those Copyrights, Patents and Trademarks listed
on Exhibits A,
B and C hereto), and including
without limitation all proceeds thereof (such as, by way of example
but not by way of limitation, license royalties and proceeds of
infringement suits), the right to xxx for past, present and future
infringements, all rights corresponding thereto throughout the
world and all re-issues, divisions continuations, renewals,
extensions and continuations-in-part thereof.
This
security interest is granted in conjunction with the security
interests in the Intellectual Property granted to Bank under the
Loan Agreement and that certain Guarantee and Pledge Agreement,
dated as of the date hereof (as amended, restated, amended and
restated, supplemented and otherwise modified from time to time,
the “Guarantee”), by and among
Grantors, NABC Properties, LLC, NABC, Inc., Morinda Holdings, Inc.,
Tropical Resources, Inc., Morinda USA, Inc., Morinda Worldwide,
Inc., and Morinda Japan GK and Bank. The rights and remedies of
Bank with respect to the security interest granted hereby are in
addition to those set forth in the Loan Agreement, the Guarantee
and the other Loan Documents to which Borrower or any Grantor is a
party, and those which are now or hereafter available to Bank as a
matter of law or equity. Each right, power and remedy of Bank
provided for herein or in the Loan Agreement, the Guarantee or any
of the other Loan Documents to which Borrower or any Grantor is a
party, or now or hereafter existing at law or in equity shall be
cumulative and concurrent and the exercise by Bank of any one or
more of the rights, powers or remedies provided for in this
Agreement, the Loan Agreement, the Guarantee or any of the other
Loan Documents to which Borrower or any Grantor is a party, or now
or hereafter existing at law or in equity, shall not preclude the
simultaneous or later exercise by any person, including Bank, of
any or all other rights, powers or remedies. Notwithstanding the
foregoing, in the event of any conflict between this Agreement and
the Loan Agreement, the Loan Agreement shall control.
Borrower and each
Grantor represents and warrants that Exhibits A, B and C attached hereto set forth any
and all intellectual property rights of Borrower and such Grantor
which are registered with or subject to an application filed with
either the United States Patent and Trademark Office or the United
States Copyright Office, as applicable.
[Remainder of Page Intentionally Left Blank.]
|
|
IN
WITNESS WHEREOF, the parties
have caused this Agreement to be duly executed by as of the first
date written above.
|
Address
of Borrower:
0000
Xxxx 00xx Xxxxxx
Xxxxxx,
XX 00000
|
BORROWER:
NEW
AGE BEVERAGES CORPORATION
By _______________________________
Name:
Title:
|
|
Address
of Grantor:
0000
Xxxx 00xx Xxxxxx
Xxxxxx,
XX 00000
|
GRANTOR:
NEW
AGE HEALTH SCIENCES, INC.
By _____________________________
Name:
Title:
|
|
Address
of Grantor:
000
Xxxx 0000 Xxxxx
Xxxxxxxx Xxxx, XX
00000
|
GRANTOR:
MORINDA,
INC.
By _______________________________
Name:
Title:
|
|
Address
of Bank:
0000
Xxxxxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxx
Xxxxx, Xxxxxxxxxx 00000
Attn:
Xxxxxx X. Xxxx
|
BANK:
EAST
WEST BANK
By:
_______________________________
Name:
Title:
|
