PLEDGE AND SECURITY AGREEMENT dated as of June 12, 2014 between THROWDOWN INDUSTRIES HOLDINGS, LLC THROWDOWN INDUSTRIES, LLC THROWDOWN INDUSTRIES, INC. and PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES: PIMCO HIGH YIELD PORTFOLIO, as Secured PartyPledge and Security Agreement • November 26th, 2014 • Xfit Brands, Inc. • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of June 12, 2014 (this “Agreement”), between each of the undersigned (the “Grantors”) and PIMCO Funds: Private Account Portfolio Series: PIMCO High Yield Portfolio, a separate investment portfolio of PIMCO Funds, a Massachusetts business trust (the “Secured Party”).
Throwdown Industries Holdings, LLC Throwdown Industries, LLC Throwdown Industries, INC. NOTE PURCHASE AGREEMENT Dated as of June 10, 2014 Throwdown Industries Holdings, LLC Throwdown Industries, LLC Throwdown Industries, INC.Note Purchase Agreement • November 26th, 2014 • Xfit Brands, Inc. • New York
PIMCO Funds: Private Account Portfolio Series: PIMCO High Yield Portfolio c/o Pacific Investment Management Company LLC 840 Newport Center Drive Newport Beach, California 92660
JOINDER AGREEMENTJoinder Agreement • November 26th, 2014 • Xfit Brands, Inc. • New York
Reference is hereby made to (i) that certain note purchase agreement (the “Purchase Agreement”) dated June 10, 2014 among Throwdown Industries Holdings, LLC, a Delaware limited liability company (“Holdings”), Throwdown Industries, LLC, a Delaware limited liability company (“TD LLC”), and Throwdown Industries, Inc., a California corporation (“TDI” and, together with Holdings and TD LLC, the “Original Obligors”), and PIMCO Funds: Private Account Portfolio Series: PIMCO High Yield Portfolio, a separate investment portfolio of PIMCO Funds, a Massachusetts business trust (the “Purchaser”) relating to the issuance and sale to the Purchaser of $2,500,000 aggregate principal amount of 14.00% Senior Secured Fixed Rate Notes due 2017 (the “Notes”) and (ii) that certain Pledge and Security Agreement (the “Pledge and Security Agreement”) dated as of June 10, 2014 relating to the grant of certain collateral pledged by the Original Obligors to secure certain obligations under the Purchase Agreement.
ASSUMPTION AGREEMENT, dated as of November 26, 2014, made by XFit Brands, Inc., a Nevada corporation (“Additional Grantor”), in favor of PIMCO Funds: Private Account Portfolio Series: PIMCO High Yield Portfolio, a separate investment portfolio of...Assumption Agreement • November 26th, 2014 • Xfit Brands, Inc. • New York
WHEREAS, reference is made to that certain Note Purchase Agreement, dated as of June 10, 2014 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by and among each Obligor (as defined therein) and the Secured Party;
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • November 26th, 2014 • Xfit Brands, Inc. • New York
This TRADEMARK SECURITY AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Trademark Security Agreement”), dated as of June 12, 2014, by Throwdown Industries Holdings, LLC, a Delaware limited liability company (“Holdings”), Throwdown Industries, LLC, a Delaware limited liability company (“TD LLC”), and Throwdown Industries, INC., a California corporation (“TDI” and, together with Holdings and TD LLC, each, a “Grantor” and, collectively, the “Grantors”), in favor of PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES: PIMCO HIGH YIELD PORTFOLIO, a separate investment portfolio of PIMCO FUNDS, a Massachusetts business trust, as Secured Party.
Contribution and Exchange AgreementContribution and Exchange Agreement • November 26th, 2014 • Xfit Brands, Inc. • Nevada
This Contribution and Exchange Agreement (this “Agreement”), is entered into as of September 26, 2014, by and among TD Legacy, LLC, a Florida limited liability company (“TD Legacy”), XFit Brands, Inc., a Nevada corporation (“XFit”), and Throwdown Industries Holdings, LLC, a Delaware limited liability company (“TIH”). The above parties are referred to collectively herein as the “Parties” and individually as a “Party”.
ASSIGNMENT, ASSUMPTION, AND RELEASEAssignment, Assumption, and Release Agreement • November 26th, 2014 • Xfit Brands, Inc. • New York
This ASSIGNMENT, ASSUMPTION AND RELEASE AGREEMENT (this “Assignment”), dated as of November 26, 2014, is by and among THROWDOWN INDUSTRIES HOLDINGS, LLC, a Delaware limited liability company, as assignor (the “Assignor”), XFIT BRANDS, INC., a Nevada corporation, as assignee (the “Assignee”) and PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES: PIMCO HIGH YIELD PORTFOLIO, A SEPARATE INVESTMENT PORTFOLIO OF PIMCO FUNDS, a Massachusetts business trust (the “Holder”). Capitalized terms used herein and not defined herein shall have the meanings set forth in the Warrant.
EXCLUSIVE DISTRIBUTION AND LICENSE AGREEMENTExclusive Distribution and License Agreement • November 26th, 2014 • Xfit Brands, Inc. • California
This Exclusive Distribution and License Agreement (“Agreement”) is made effective this 10th day of April 2014 (“Effective Date”) by and between Throwdown Industries Holdings, LLC, a Delaware limited liability company and its affiliates and or assigns (collectively the "Throwdown") and Partner Business Importação e Exportação LTDA, a corporation formed in Brazil ("Licensee"). Corporation and Licensee are individually referred to as “Party” and collectively as the “Parties”.
