EXHIBIT 10.10 TRADEMARK SECURITY AGREEMENT Trademark Security Agreement, dated as of July 28, 2005 (as amended, restated or otherwise modified from time to time, the "Trademark Security Agreement"), between ARTISTDirect, Inc. a Delaware corporation ("Grantor") and U.S. Bank National Association, in its capacity as collateral agent for the Initial Purchasers and all other Holders of the Securities (together with its successors and assigns in such capacity, the "Collateral Agent"). PRELIMINARY STATEMENT WHEREAS, Grantor is a party to a Security Agreement dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Security Agreement") between Grantor and the other grantors party thereto and the Collateral Agent, as well as certain other Transaction Documents as described in that certain Note and Warrant Purchase Agreement dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Note and Warrant Purchase Agreement") by and among Company, the investors listed on the signature pages thereto and the Collateral Agent pursuant to which Grantor is required to execute and deliver the Security Agreement and this Trademark Security Agreement. NOW, THEREFORE, in consideration of the promises contained therein and to induce the Initial Purchasers to enter into the Transaction Documents, Grantor hereby agrees with the Collateral Agent, as follows: Section 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement. Section 2. Grant of Security Interest in Trademark Collateral. Grantor hereby pledges and grants to Collateral Agent, for the benefit of the Initial Purchasers and Holders of the Securities, a security interest in all of Grantor's right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively, the "Trademark Collateral"): (a) all United States federal and state trademarks, foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certifications marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing, including the registrations and applications referred to on Schedule I hereto (collectively, "Trademarks"); (b) any and all agreements providing for the granting of any right in or to Trademarks (whether Grantor is licensee or licensor thereunder) including those referred to on Schedule I hereto (collectively, "Trademark Licenses"); 1 (c) all extensions or renewals of the foregoing; (d) all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark License; (e) the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury to goodwill; and (f) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit. Section 3. Security Agreement. The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Initial Purchasers and Holders of the Securities pursuant to the Security Agreement and Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademarks made and granted hereby are more fully set forth in the Security Agreement and the other Transaction Documents, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control. Section 4. Applicable Law. This Trademark Security Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without regard to its conflicts of law provisions (other than Section 5-1401 and Section 5-1402 of the New York General Obligation Laws). Section 5. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. [Remainder of page intentionally left blank] 2 IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. ARTISTDIRECT, INC., a Delaware corporation By: /s/ Robert N. Weingarten ----------------------------- Name: Robert N. Weingarten Title: Chief Financial Officer [Trademark Security Agreement] Accepted and Agreed: U.S. BANK NATIONAL ASSOCIATION as Collateral Agent By: /s/ Brad E. Scarbrough ----------------------------- Name: Brad E. Scarbrough Title: Vice President [Trademark Security Agreement] SCHEDULE I TO TRADEMARK SECURITY AGREEMENT TRADEMARK REGISTRATIONS AND APPLICATIONS Federal Trademark Filings MARK APPL. NO. APPL. DATE REG. NO. REG. DATE OWNER - -------------------------- --------- ---------- -------- --------- ------------------ ARTISTDIRECT 75927362 2/24/00 2742630 7/29/03 ARTISTdirect, Inc. A 76072567 6/19/00 2764726 9/16/03 ARTISTdirect, Inc. A 76072566 6/19/00 2457335 6/5/01 ARTISTdirect, Inc. A 76072563 6/19/00 2569613 7/17/01 ARTISTdirect, Inc. A 76072562 6/19/00 2473501 7/31/01 ARTISTdirect, Inc. A 76072561 6/19/00 2473500 7/31/01 ARTISTdirect, Inc. A 76072560 6/19/00 2524524 1/1/02 ARTISTdirect, Inc. BORN ON THE WORLD WIDE WEB 75768869 8/4/99 2382999 9/5/00 ARTISTdirect, Inc. BORN ON THE WORLD WIDE WEB 75768868 8/4/99 2382998 9/5/00 ARTISTdirect, Inc. BORN ON THE WORLD WIDE WEB 75768011 8/4/99 2382995 9/5/00 ARTISTdirect, Inc. THE ULTIMATE BAND LIST 75306059 6/10/97 2407553 11/28/00 ARTISTdirect, Inc. ARTISTDIRECT 75418187 7/15/98 2355839 6/6/00 ARTISTdirect, Inc. ARTISTDIRECT 75061782 2/2/96 2155335 5/5/98 ARTISTdirect, Inc. ARTISTDIRECT 75061781 2/2/96 2288100 10/19/99 ARTISTdirect, Inc. UBL 75306060 6/10/97 2190655 9/22/98 ARTISTdirect, Inc. -1- State Trademark Filings MARK STATE APPL. NO. APPL. DATE REG. NO. REG. DATE OWNER - ---------------------- ----------- --------- ---------- -------- -------------- ------------------ THE ULTIMATE BAND LIST Puerto Rico 50161 April 30, 2002 ARTISTdirect, Inc. ARTISTDIRECT Puerto Rico 50159 April 30, 2002 ARTISTdirect, Inc. ARTISTDIRECT Puerto Rico 49609 March 31, 2002 ARTISTdirect, Inc. UBL Puerto Rico 49616 March 31, 2002 ARTISTdirect, Inc. UBL Puerto Rico 49615 March 31, 2002 ARTISTdirect, Inc. THE ULTIMATE BAND LIST Tennessee 49614 March 31, 2002 ARTISTdirect, Inc. THE ULTIMATE BAND LIST Puerto Rico 49614 March 31, 2002 ARTISTdirect, Inc. THE ULTIMATE BAND LIST Tennessee 49613 March 31, 2002 ARTISTdirect, Inc. THE ULTIMATE BAND LIST Puerto Rico 49613 March 31, 2002 ARTISTdirect, Inc. THE ULTIMATE BAND LIST Tennessee 49612 March 31, 2002 ARTISTdirect, Inc. -2- THE ULTIMATE BAND LIST Puerto Rico 49612 March 31, 2002 ARTI STdirect, Inc. ARTISTDIRECT Tennessee 49611 March 31, 2002 ARTI STdirect, Inc. ARTISTDIRECT Tennessee 49610 March 31, 2002 ARTI STdirect, Inc. ARTISTDIRECT Tennessee 49609 March 31, 2002 ARTI STdirect, Inc. UBL Puerto Rico 50158 April 30, 2002 ARTI STdirect, Inc. UBL Puerto Rico 50157 April 30, 2002 ARTI STdirect, Inc. -3-