GRANT OF SECURITY INTEREST (TRADEMARKS)
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 to HERALD 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.: | ||
| COUNTY OF NEW YORK | ) |
On the 23rd day of January in the year 2013 before me, the undersigned,
personally appeared Sam Goldfinger, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.
My Commission Expires:
Schedule 1
to
Grant of Security Interest (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 ONE NEW YORK | SN: 78/528,391 Filed 12/7/04 | THE ONE GROUP LLC | (Class 43) Hotels, restaurants, cafes, bar services, cocktail lounges, resort hotels; health resort services, namely, providing food and lodging that specialize in promoting patrons' general health and well-being; spa services, namely, providing temporary accommodations and meals to clients of a health or beauty s a. | Suspended on 7/27/05 (still suspended as of 5/7/12) | |
| 484-007 | THE ONE NEW ORLEANS | SN: 78/528,405 Filed 12/7/04 | THE ONE GROUP LLC | (Class 43) hotels, restaurants, cafes, bar services, cocktail lounges, resort hotels; health resort services, namely, providing food and lodging that specialize in promoting patrons' general health and well-being; and spa services, namely, providing temporary accommodations and meals to clients of a health or beauty spa. | Suspended on 7/27/05 (still suspended as of 5/7/12) | |
| 484-008 | THE ONE LAS VEGAS | SN:78/528,408 Filed 12/7/04 | THE ONE GROUP LLC | (Class 43) Hotels, restaurants, cafes, bar services, cocktail lounges, resort hotels; health resort services, namely, providing food and lodging that specialize in promoting patrons' general health and well-being; spa services, namely, providing temporary accommodations and meals to clients of a health or beauty spa. | Suspended on 7/27/05 (still suspended 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; resort lodging services; and spa services, namely, providing temporary accommodations and meals to clients of a health or beauty spa. | Suspended on 8/4/05 (still suspended as of 8/9/12) | |
| 484-010 | THE ONE LOS ANGELES | SN: 78/528,424 Filed 12/7/04 | THE ONE GROUP LLC | (Class 43) hotels, restaurants, cafes, bar services, cocktail lounges, resort hotels; health resort services, namely, providing food and lodging that specialize in promoting patrons' general health and well-being; and spa services, namely, providing temporary accommodations and meals to clients of a health or beauty spa. | Suspended on 7/27/05 (still suspended as of 5/7/12) | |
| 484-011 | THE ONE GROUP | SN: 78/528,430, filed 12/7/04 | THE ONE GROUP LLC | (Class 43) hotels, restaurants, cafes, bar services, cocktail lounges, resort hotels; health resort services, namely, providing food and lodging that specialize in promoting patrons' general health and well-being; and spa services, namely, providing temporary accommodations and meals to clients of a health or beauty SJ:>a. | Suspended on 8/16/05 (still suspended as of 8/27/12) | |
| 484-018 | THE ONE MIAMI | 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 specialize in promoting patrons' general health and well-being; and spa services, namely, providing temporary accommodations and meals to clients of a health or beauty spa. | Suspended on 7/27/07 (still suspended as of 4/3/12) |
| 2 of 10 |
|
GPNO. |
MARK | APPLICATION/ REGISTRATION NO. |
APPLICANT | (CLASS) GOODS AND/OR SERVICES |
STATUS |
| 484-019 | THE ONE ATLANTIC CITY | SN:78/663,803 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 specialize in promoting patrons' general health and well-being; and spa services, namely, providing temporary accommodations and meals to clients of a health or beauty spa. | Suspended on 7/27/07 (still suspended 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 | (Class 43) Bar services; Restaurants. | Registered
8 & 9 due: 12/19/16 |
| 915-004 | Not Your Daddy's Steakhouse | SN: 77/003,892 Filed 9/21/06
RN:3,267,266 Issued: 7/24/07 | The One Group LLC | (Class 43) Restaurant and bar services. | Registered
8 & 15 Accepted: 8/11/12
8 & 9 due: 7/24/17 |
| 915-006 | SN: 77/239,608 Filed 7/26/07
RN: 3,381,619 Issued: 2/12/08 | The One Group LLC | (Class 43) Restaurants; Bar services | Registered
8 & 15 due: 2/12/14
Renewal deadline 8 & 9 due: 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 | (Class 43) Cafe and restaurant services; Cafe- restaurants; Restaurant, bar and catering services; Restaurants; Cafes; Cocktail lounges; Wine bars; 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; Cocktail lounge services; Restaurant services, including sit- down service of food and take-out restaurant services; Restaurant services, namely, providing of food and beverages for 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 One Group LLC | (Class 43) Bar services | Pending
Notice of Allowance: 8/28/12
Statement of 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 of Allowance: 10/16/12
Statement of Use due: 4/16/13 |
| 915-036- CHLD | STK OUT...A GIRL'S GOTTA EAT | 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; Restaurant services, namely, providing of food and beverages for consumption on and off the premises; Serving food and drinks; Take-out restaurant services. | Registered
8 & 15 due: 10/30/18
Renewal 8 & 9 due: 10/30/22 |
| 4 of 10 |
|
GPNO. |
MARK | APPLICATION/ REGISTRATION NO. |
APPLICANT | (CLASS) GOODS AND/OR SERVICES |
STATUS |
| 915-038 | THE ONE NEW YORK | SN: 78/528,391 Filed 12/7/04 | THE ONE GROUP LLC | (Class 43) Bar services; Cafe services; Cocktail lounge services; Restaurant services, including sit-down service of food and take-restaurant services; Restaurant services, namely, providing of food and beverages for consumption on and off the premises; Serving food and drinks; Take-out restaurant services | Pending
Notice of Allowance: 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 | (Class 41) Night Clubs
(Class 43) Restaurant and Bar Services; Restaurants; Wine Bars; Cocktail Lounges. | Registered
8 & 15 Due: 3/24/15
Renewal Due: 3/24/19 |
| 916-014 | ICHI | SN: 77/444,715 Filed 4/10/08 | The One Group LLC | (Class 41) Night clubs
(Class 43) Cafe and restaurant services; restaurants; Restaurant, bar and catering services; Restaurants; Cafes; Cocktail lounges; Wine bars; Bar services | Suspended 7/24/08 Still suspended as of 8/8/12 |
| 916-018 | ONE ROCKS | SN: 77/711,156 Filed: 4/9/09 | The One Group LLC | (Class 41) Night clubs
(Class 43) 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 | {Class 43) Cafe and restaurant services; Cafe-restaurants; Restaurant, bar and catering services; Restaurants; Cafes; Cocktail lounges; Wine bars; 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; Bow ties; Boxer shorts; Bras; Cap visors; 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; Sweat pants; Sweat shirts; Sweat shorts; 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.
(Class 43) Bar services; Cafe services; Cocktail lounge services; Restaurant services; Restaurant services, namely, providing of food and beverages for consumption on and off the premises. | Pending
Foreign Priority due: 11/2/12
Publication Date: 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; Cocktail lounge services; Restaurant services; Restaurant services, namely, providing of food and beverages for consumption on and off the 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; Night clubs.
(Class 43) Bar services; Cafe services; Cocktail lounge services; Restaurant services; 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 Group LLC | (Class 25) Athletic shoes; Baseball caps; Beach shoes; Belts; Bottoms; Bow ties; Boxer shorts; Bras; Briefs; Briefs; Caps; Coats; Flip flops; Gloves; Gym shorts; Halter tops; Hats; Head scarves; Headwear; Hooded sweat shirts; Jackets; Leggings; Lingerie; Loungewear; Night shirts; Pajama bottoms; Pajamas; Panties; Pants; Rainwear; Sandal-clogs; Sandals; Sandals and beach shoes; Scarves; Shirts; Shoes; Shorts; Sleepwear; Slipper socks; Sneakers; Socks; Sports bras; Stockings; Suspenders; Sweat bands; Sweat pants; Sweat shirts; Sweat suits; Swimwear; T-shirts; Tanktops; Ties; Tops; Underwear
(Class 41) Arranging and conducting nightclub entertainment events; Arranging and conducting nightclub parties; Night clubs
(Class 43) Bar services; Cafe services; Cocktail lounge services; Restaurant services; Restaurant services, including sit-down service of food and take-out restaurant services; Restaurant services, namely, providing of food and beverages for consumption on and off the premises | Pending
Foreign Priority 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 One Group LLC | (Class 25) Athletic shoes; Baseball caps; Beach shoes; Belts; Bottoms; Bow ties; Boxer shorts; Bras; Briefs; Briefs; Caps; Coats; Flip flops; Gloves; Gym shorts; Halter tops; Hats; Head scarves; Headwear; Hooded sweat shirts; Jackets; Leggings; Lingerie; Loungewear; Night shirts; Pajama bottoms; Pajamas; Panties; Pants; Rainwear; Sandal-clogs; Sandals; Sandals and beach shoes; Scarves; Shirts; Shoes; Shorts; Sleepwear; Slipper socks; Sneakers; Socks; Sports bras; Stockings; Suspenders; Sweat bands; Sweat pants; Sweat shirts; Sweat suits; Swimwear; T-shirts; Tanktops; Ties; Tops; Underwear
(Class 41) Arranging and conducting nightclub entertainment events; Arranging and conducting nightclub parties; Night clubs
(Class 43) Bar services; Cafe services; Cocktail lounge services; Restaurant services; Restaurant services, including sit-down service of food and take-out restaurant services; Restaurant services, namely, providing of food and beverages for consumption on and off the 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; Residential hotel services; Spa services, namely, providing temporary accommodations and meals to clients of a health or beauty spa.
(Class 44) Day spa services, namely, nail care, manicures, pedicures and nail enhancements; Health spa services for health and wellness of the body and spirit, namely, providing massage, facial and body treatment services, cosmetic body care services; Health spa services, namely body wraps, mud treatments, seaweed treatments, hydrotherapy baths, and body scrubs.
(Class 45j Hotel concierge services. | Pending
Foreign Priority Due: 3/11/13 | |
| 917-002 | COCO DE VILLE | 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
Renewal due: 7/21/19 |
| 10 of 10 |
