GRANT OF SECURITY INTER EST (TRADEMARKS)
Dated: January 24, 2013
The undersigned,THE ONE GROUP, LLC,a Delaware limited liability company (the "Grantor"), is obligated toHERALD NATIONAL BANK(the "Secured Party") under the Credit Agreement, dated as of October 31,2011 (as heretofore amended and as it may be further amended, restated, supplemented or otherwise modified from time to time), by and among the Grantor, One 29 Park Management, LLC, STK-Las Vegas, LLC, STK Atlanta, LLC Heraea Vegas LLC, and XI Shi Las Vegas LLC (collectively, the "Borrowers"), and the Secured Party, and pursuant to which the Borrowers have entered into the Amended and Restated Security Agreement, dated as of January 24, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the "Security Agreement"), by and among the Borrowers and the Secured Party.
Pursuant to the Security Agreement, the Grantor has granted to the Secured Party a security interest in and to all ofthe present and future right, title and interest of the Grantor in and to the trademarks listed on Schedule 1, which trademarks are registered in the United States Patent and Trademark Office (the "Trademarks"), together with the goodwill of the business symbolized by the Trademarks and the applications and registrations thereof, and all proceeds thereof, including, without limitation, any and all causes of action which may exist by reason of infringement thereof (the "Collateral"), to secure the prompt payment, performance and observance of the Obligations (as defined in the Security Agreement).
For good and valuable consideration, the receipt of which is hereby acknowledged, and for the purpose of recording the grant of the security interest as aforesaid, the Grantor does hereby further grant to the Secured Party a security interest in the Collateral to secure the prompt payment, performance and observance of the Obligations.
The Grantor does hereby further acknowledge and affirm that the rights and remedies of the Secured Party with respect to the security interest in the Collateral made and granted hereby are set forth in the Security Agreement, the terms and provisions of which are hereby incorporated herein by reference as if fully set forth herein.
The Secured Party's address is: 623 Fifth Avenue, New York, New York 10022.
[Signature Page to Follow]
IN WITNESS WHEREOF,the Grantor has caused this Grant of Security Interest (Trademarks) to be duly executed by its duly authorized officer as of the date first set forth above.
Signature Page to Grant of Security Interest (Trademarks)
STATE OF NEW YORK | ) | |
)ss.: | ||
COUNTYOF NEWYORK | ) |
Onthe 23rdday of Januaryinthe year 2013before me,theundersigned,
personallyappearedSam Goldfinger,personally known tomeor proved tomeon thebasis of satisfactory evidenceto be theindividual(s) whosename(s) is (are)subscribedto thewithin instrumentandacknowledged to me thathe/she/theyexecuted thesame in his/her/their capacity(ies),and thatbyhis/her/theirsignature(s)on the instrument, theindividual(s),ortheperson upon behalfof whichthe individual(s)acted, executedthe instrument.
MyCommission Expires:
Schedule1
to
Grant of SecurityInterest (Trademarks)
by The One Group, LLC Dated as of January 24,2013
U.S.FEDERAL TRADEMARK REGISTRATIONS
GPNO. |
MARK | APPLICATION/ REGISTRATION NO. |
APPLICANT | (CLASS) GOODS AND/OR SERVICES |
STATUS | |
484-006 | THE ONENEW YORK | SN: 78/528,391 Filed12/7/04 | THE ONE GROUP LLC | (Class43) Hotels, restaurants, cafes, bar services, cocktaillounges, resort hotels; healthresort services, namely, providingfoodand lodging that specializeinpromoting patrons'general health andwell-being;spa services, namely, providingtemporaryaccommodations and mealstoclients of a health or beauty s a. | Suspended on 7/27/05(stillsuspended as of 5/7/12) | |
484-007 | THE ONENEWORLEANS | SN: 78/528,405 Filed12/7/04 | THE ONE GROUP LLC | (Class43)hotels,restaurants, cafes, bar services, cocktail lounges, resorthotels; healthresort services, namely, providing food and lodging that specialize in promoting patrons' general health andwell-being;and spa services, namely, providing temporary accommodations and meals to clients of a health or beauty spa. | Suspended on 7/27/05 (stillsuspended as of 5/7/12) | |
484-008 | THE ONE LASVEGAS | SN:78/528,408 Filed12/7/04 | THE ONE GROUP LLC | (Class43) Hotels, restaurants, cafes, bar services, cocktail lounges, resort hotels;health resortservices, namely, providing food andlodgingthat specializeinpromoting patrons'general health andwell-being; spa services, namely, providing temporary accommodations and meals to clients of ahealthor beauty spa. | Suspended on 7/27/05 (stillsuspended as of 5/7/12) |
1 of 10 |
GPNO. |
MARK | APPLICATION/ REGISTRATION NO. |
APPLICANT | (CLASS) GOODS AND/OR SERVICES |
STATUS | |
484-009 | THE ONE CHICAGO | SN: 78/528,416 Filed 12/7/04 | THE ONE GROUP LLC | (Class 43) hotels, restaurants,cafes,bar services, cocktail lounges, resort hotels; resortlodging services; and spa services,namely,providingtemporary accommodations and mealsto clients ofa healthorbeautyspa. | Suspended on 8/4/05 (still suspended as of8/9/12) | |
484-010 | THE ONE LOSANGELES | SN: 78/528,424 Filed12/7/04 | THE ONE GROUP LLC | (Class 43) hotels, restaurants, cafes, bar services, cocktaillounges, resort hotels; health resort services, namely,providing food andlodgingthat specializein promoting patrons' general health andwell-being; and spa services, namely, providingtemporary accommodations and meals to clients of a health orbeauty spa. | Suspended on 7/27/05(still suspended as of5/7/12) | |
484-011 | THE ONE GROUP | SN: 78/528,430,filed12/7/04 | THE ONE GROUP LLC | (Class 43) hotels, restaurants, cafes,bar services, cocktail lounges, resort hotels; health resort services, namely, providing food and lodging that specializein promoting patrons'general health andwell-being; and spa services, namely,providing temporaryaccommodations and meals to clients of a health or beauty SJ:>a. | Suspended on 8/16/05(stillsuspended as of 8/27/12) | |
484-018 | THE ONEMIAMI | SN:78/663,799 Filed 7/5/05 | THE ONE GROUP LLC | (Class 43)hotels,restaurants,cafes,bar services, cocktail lounges,resort hotels; health resort services,namely,providing food and lodging that specializeinpromoting patrons'generalhealth andwell-being; and spa services, namely,providing temporary accommodations and meals to clients of a health or beauty spa. | Suspended on 7/27/07 (stillsuspended as of4/3/12) |
2 of 10 |
GPNO. |
MARK | APPLICATION/ REGISTRATION NO. |
APPLICANT | (CLASS) GOODS AND/OR SERVICES |
STATUS |
484-019 | THE ONEATLANTICCITY | SN:78/663,803 Filed 7/5/05 | THE ONE GROUP LLC | (Class43) hotels, restaurants, cafes, bar services, cocktaillounges, resorthotels;health resortservices,namely,providing food andlodging thatspecializeinpromoting patrons' generalhealthandwell-being;and spa services,namely,providingtemporaryaccommodations and meals toclientsof ahealthor beauty spa. | Suspended on 7/27/07(stillsuspended as of 4/3/12) |
915-002 | STK | SN:78/691,571 Filed 8/2/05
RN: 3188230 Issued: 12/19/06 | THE ONE GROUP LLC | (Class43) Bar services; Restaurants. | Registered
8 & 9due: 12/19/16 |
915-004 | Not YourDaddy's Steakhouse | SN: 77/003,892 Filed 9/21/06
RN:3,267,266 Issued:7/24/07 | The One Group LLC | (Class43) Restaurant and bar services. | Registered
8 &15 Accepted: 8/11/12
8 & 9 due: 7/24/17 |
915-006 | SN: 77/239,608 Filed7/26/07
RN:3,381,619 Issued:2/12/08 | The One Group LLC | (Class43) Restaurants; Bar services | Registered
8 &15 due:2/12/14
Renewal deadline 8 & 9due:2/12/18 | |
915-015 | UNMISTKABLE | SN: 77/917,096 Filed: 1/21/10
RN:4,080,591 Issued: 1/3/12 | The One Group LLC | (Class43) Cafe and restaurant services; Cafe-restaurants;Restaurant, bar and catering services; Restaurants; Cafes; Cocktaillounges; Winebars; Bar services | Registered
8&15 due:1/3/18
Renewal due:1/3/22 |
3 of 10 |
GPNO. |
MARK | APPLICATION/ REGISTRATION NO. |
APPLICANT | (CLASS) GOODS AND/OR SERVICES |
STATUS |
915-032 | SN: 85/379,387 Filed:7/24/11
RN: 4,208,788 Issued: 9/18/12 | The One Group LLC | (Class 43) Cafe services; Cocktaillounge services; Restaurant services, including sit- down service of food and take-outrestaurant services; Restaurant services, namely,providing offood and beveragesfor consumption on and off the premises; Serving food and drinks; Take-out restaurant services | Registered
8& 15 due:9/18/18
Renewal 8 & 9 due: 9/18/22 | |
915-032- CHLD | SN:85/976,398 Filed: 7/24/11 | The OneGroup LLC | (Class 43)Bar services | Pending
Notice ofAllowance: 8/28/12
Statementof Use due: 2/28/13 | |
915-036 | STK OUT...A GIRL'S GOTTA EAT | SN:85/451,863 Filed: 10/20/11 | The One Group LLC | (Class 43) Bar services | Pending
Notice ofAllowance: 10/16/12
Statement of Use due: 4/16/13 |
915-036- CHLD | STK OUT...A GIRL'S GOTTAEAT | SN: 85/976,492 Filed: 10/20/11
RN: 4,234,247 Issued:10/30/12 | The One Group LLC | (Class 43)Cafe services; Providing of food and drink; Restaurant services; Restaurant services,including sit-down of food and take- out restaurant services; Restaurantservices, namely, providing of food and beverages for consumption on and off the premises;Serving food and drinks; Take-outrestaurant services. | Registered
8 & 15 due: 10/30/18
Renewal8 & 9 due: 10/30/22 |
4 of 10 |
GPNO. |
MARK | APPLICATION/ REGISTRATION NO. |
APPLICANT | (CLASS) GOODS AND/OR SERVICES |
STATUS |
915-038 | THE ONENEW YORK | SN: 78/528,391 Filed12/7/04 | THE ONE GROUP LLC | (Class 43) Bar services; Cafe services; Cocktailloungeservices; Restaurant services, including sit-down service offoodand take-restaurant services; Restaurant services,namely,providing offoodandbeveragesfor consumption on and offthepremises; Servingfoodand drinks; Take-outrestaurantservices | Pending
NoticeofAllowance: 7/17/12
Statement of Use due: 1/17/13 |
916-011 | BAGATELLE | SN: 77/333,759 Filed:11/20/07
RN: 3,595,950 Issued:3/24/09 | The One Group LLC | (Class41)NightClubs
(Class43) Restaurant and Bar Services; Restaurants;WineBars; Cocktail Lounges. | Registered
8 &15Due: 3/24/15
Renewal Due: 3/24/19 |
916-014 | ICHI | SN: 77/444,715 Filed 4/10/08 | The One Group LLC | (Class41)Night clubs
(Class43) Cafe and restaurant services; restaurants; Restaurant, bar and catering services; Restaurants; Cafes; Cocktaillounges;Wine bars;Bar services | Suspended 7/24/08 Still suspended as of 8/8/12 |
916-018 | ONEROCKS | SN:77/711,156 Filed:4/9/09 | The One Group LLC | (Class41)Nightclubs
(Class43) Bar services | Suspended 1/6/10 Still suspended as of 7/24/12 |
916-024 | Yl | SN:77/840,881 Filed:10/4/09 | The One Group LLC | {Class43) Cafe andrestaurantservices; Cafe-restaurants;Restaurant, bar and catering services; Restaurants; Cafes; Cocktaillounges; Winebars; Bar services_ | Suspended 12/31/09 Still suspended as of 7/10/12 |
5 of 10 |
GPNO. |
MARK | APPLICATION/ REGISTRATION NO. |
APPLICANT | (CLASS) GOODS AND/OR SERVICES |
STATUS | |
916-033 | HERAEA | SN: 85/615,048 Filed: 5/2/12 | The One Group LLC | (Class 25)Athletic shoes; Baseball caps;Bathrobes; Beach shoes; Bolo ties; Bowties; Boxer shorts; Bras; Capvisors;Caps; Coats; Flip flops; Gloves; Halter tops;Hats;Head scarves; Headwear; Hooded sweat shirts;Jackets; Leather jackets; Leg-warmers; Leggings;Lingerie; Loungewear; Nightshirts;Pajama bottoms;Pajamas; Panties;Pants; Raincoats;Sandals;Scarves;Shirts; Shoes;Shorts; Skirts; Skorts; Skullies; Sleepwear;Slipper socks; Slippers;Sneakers;Socks;Sports coats; Sports bra;Sweat bands;Sweatpants;Sweat shirts; Sweatshorts;Sweat suits;Sweaters; T-shirts; Tank tops;Ties;Underwear;Wrist bands
(Class 41)Arranging and conducting nightclub entertainment events;Arranging and conducting nightclub parties;Night clubs.
(Class43)Bar services;Cafe services;Cocktail lounge services; Restaurant services;Restaurantservices,namely,providing offood and beveragesfor consumption onand off the premises. | Pending
Foreign Prioritydue: 11/2/12
PublicationDate: 10/2/12 | |
916-034 | WHERE GIRLS GO TO PLAY | SN: 85/615,109 Filed: 5/2/12 | The One Group LLC | (Class 41) Arranging and conducting nightclub entertainment events; Arranging and conducting nightclub parties; Night clubs.
(Class 43)Bar services;Cafe services; Cocktaillounge services; Restaurantservices;Restaurantservices, namely,providing of food and beveragesfor consumption on and offthe premises. | Pending
SOU or Ext. Due: 5/27/13 |
6 of 10 |
GPNO. |
MARK | APPLICATION/ REGISTRATION NO. |
APPLICANT | (CLASS) GOODS AND/OR SERVICES |
STATUS | |
916-035 | WHERE GIRLS PLAY HARD | SN: 85/615,123 Filed: 5/2/12 | The One Group LLC | (Class 41) Arranging and conducting nightclub entertainment events;Arranging and conducting nightclub parties;Nightclubs.
(Class 43)Bar services; Cafe services; Cocktail lounge services; Restaurantservices;Restaurant services, namely,providing of food and beverages for consumption on and off the premises. | Pending
SOU or Ext.Due: 5/27/13 |
7 of 10 |
GPNO. |
MARK | APPLICATION/ REGISTRATION NO. |
APPLICANT | (CLASS) GOODS AND/OR SERVICES |
STATUS | |
916-036 | XISHI | SN: 85/699,765 Filed:8/9/12 | The One GroupLLC | (Class25)Athleticshoes; Baseball caps; Beach shoes;Belts;Bottoms; Bowties; Boxershorts;Bras; Briefs;Briefs;Caps;Coats;Flipflops;Gloves;Gymshorts;Halter tops; Hats; Headscarves;Headwear;Hooded sweat shirts;Jackets; Leggings; Lingerie; Loungewear;Nightshirts; Pajamabottoms;Pajamas;Panties; Pants;Rainwear;Sandal-clogs; Sandals; Sandals andbeachshoes; Scarves; Shirts; Shoes; Shorts; Sleepwear;Slipper socks; Sneakers; Socks; Sportsbras;Stockings; Suspenders; Sweatbands;Sweat pants; Sweat shirts; Sweat suits; Swimwear;T-shirts;Tanktops;Ties;Tops; Underwear
(Class 41) Arrangingandconducting nightclubentertainment events;Arrangingand conductingnightclub parties;Night clubs
(Class 43) Bar services; Cafe services; Cocktailloungeservices;Restaurantservices;Restaurantservices,includingsit-down service offoodandtake-out restaurantservices; Restaurant services,namely,providingoffoodandbeveragesforconsumption on and offthepremises | Pending
ForeignPriority due: 2/9/13 |
8 of 10 |
GPNO. |
MARK | APPLICATION/ REGISTRATION NO. |
APPLICANT | (CLASS) GOODS AND/OR SERVICES |
STATUS | |
916-037 | XISHI | SN: 85/700,437 Filed: 8/10/12 | The OneGroupLLC | (Class25)Athleticshoes;Baseball caps;Beach shoes;Belts;Bottoms;Bowties;Boxer shorts; Bras; Briefs; Briefs;Caps;Coats; Flipflops;Gloves; Gym shorts;Halter tops; Hats; Headscarves;Headwear; Hoodedsweat shirts;Jackets; Leggings; Lingerie;Loungewear;Nightshirts;Pajama bottoms; Pajamas; Panties;Pants;Rainwear;Sandal-clogs; Sandals; Sandals andbeachshoes; Scarves; Shirts;Shoes; Shorts; Sleepwear; Slipper socks; Sneakers; Socks; Sports bras; Stockings; Suspenders;Sweatbands;Sweatpants;Sweat shirts; Sweat suits; Swimwear;T-shirts; Tanktops;Ties;Tops; Underwear
(Class 41) Arrangingand conductingnightclubentertainment events;Arrangingand conductingnightclub parties; Night clubs
(Class 43) Barservices; Cafe services; Cocktailloungeservices;Restaurantservices;Restaurantservices,including sit-down serviceof food and take-out restaurantservices; Restaurantservices,namely, providingoffoodandbeverages forconsumptiononandoffthe premises
| Pending
Foreign Priority due: 2/10/13 |
9 of 10 |
GPNO. |
MARK | APPLICATION/ REGISTRATION NO. |
APPLICANT | (CLASS) GOODS AND/OR SERVICES |
STATUS | |
916-039 | RHYTHM HOTEL | SN: 85/726,014 Filed:9/11/12 | The One Group LLC | (Class 43)Hotel accommodation services; Hotel services;Residentialhotelservices;Spa services,namely, providing temporary accommodations and mealsto clients ofa health or beauty spa.
(Class 44)Dayspa services,namely,nailcare,manicures,pedicures and nail enhancements; Health spa servicesforhealth andwellness of the bodyand spirit,namely,providing massage,facialand bodytreatmentservices,cosmetic bodycare services; Health spa services, namelybodywraps, mud treatments,seaweed treatments,hydrotherapy baths,and bodyscrubs.
(Class 45j Hotelconcierge services. | Pending
Foreign Priority Due: 3/11/13 | |
917-002 | COCO DEVILLE | SN: 77/333,751 filed 11/20/07
RN:3658860 Issued: 7/21/09 | The One Group LLC | (Class 41)Night clubs
(Class 43)Restaurant and bar services; Restaurants; Cocktail lounges;Wine bars | Registered
8 & 15 due: 7/21/15
Renewaldue: 7/21/19 |
10 of 10 |