EXHIBIT 10.46
GRANT OF SECURITY INTEREST
IN PATENTS AND TRADEMARKS
THIS GRANT OF SECURITY INTEREST ("Grant"), effected as of March 31,
2006, is executed by Xstream Brands, Inc., a Florida corporation ("Brands"), in
favor of Laurus Master Fund, Ltd. (the "Secured Party").
A. Pursuant to a Security and Purchase Agreement dated as of the date
hereof (as amended, restated, supplemented or otherwise modified from time to
time, the "Security Agreement") among Brands, XStream Beverage Networks, Inc., a
Nevada corporation (the "Parent"), certain other subsidiaries of the Parent and
the Secured Party, the terms and provisions of which are hereby incorporated
herein as if fully set forth herein, Brands, the Parent and certain other
subsidiaries of the Parent have granted a security interest to the Secured Party
in consideration of the Secured Party's agreement to provide loans to Brands.
B. Brands (1) has adopted, used and is using the trademarks reflected
in the trademark registrations and trademark applications in the United States
Patent and Trademark Office more particularly described on Schedule 1 annexed
hereto as part hereof (the "Trademarks"), and (2) has registered or applied for
registration in the United States Patent and Trademark Office of the patents
more particularly described on Schedule 2 annexed hereto as part hereof (the
"Patents").
C. Brands wishes to confirm its grant to the Secured Party of a
security interest in all right, title and interest of Brands in and to the
Trademarks and Patents, and all proceeds thereof, together with the business as
well as the goodwill of the business symbolized by, or related or pertaining to,
the Trademarks, and the customer lists and records related to the Trademarks and
Patents and all causes of action which may exist by reason of infringement of
any of the Trademarks and Patents (collectively, the "T&P Collateral"), to
secure the payment, performance and observance of the Obligations (as that term
is defined in the Security Agreement).
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged:
1. Brands does hereby further grant to the Secured Party a security
interest in the T&P Collateral to secure the full and prompt payment,
performance and observance of the Obligations.
2. Xxxxxx agrees to perform, so long as the Security Agreement is in
effect, all acts deemed necessary or desirable by the Secured Party to permit
and assist it, at Brands expense, in obtaining and enforcing the Trademarks and
Patents in any and all countries. Such acts may include, but are not limited to,
execution of documents and assistance or cooperation in legal proceedings.
Brands hereby appoints the Secured Party as Xxxxxx' attorney-in-fact to execute
and file any and all agreements, instruments, documents and papers as the
Secured Party may determine to be necessary or desirable to evidence the Secured
Party's security interest in the Trademarks and Patents or any other element of
the T&P Collateral, all acts of such attorney-in-fact being hereby ratified and
confirmed.
3. Xxxxxx acknowledges and affirms that the rights and remedies of the
Secured Party with respect to the security interest in the T&P Collateral
granted hereby are more fully set forth in the Security Agreement and the rights
and remedies set forth herein are without prejudice to, and are in addition to,
those set forth in the Security Agreement. In the event that any provisions of
this Grant are deemed to conflict with the Security Agreement, the provisions of
the Security Agreement shall govern.
4. Xxxxxx agrees to execute financing statements or other instruments
to the extent required by the Uniform Commercial Code and in executing such
other documents or instruments as may be required or deemed necessary by you for
purposes of affecting or continuing your security interest in the T&P
Collateral.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Xxxxxx has caused this instrument to be executed as
of the day and year first above written.
XSTREAM BRANDS, INC.
By: /s/
-------------------------
Name:
Title:
LAURUS MASTER FUND, LTD.
By: /s/
-------------------------
Name:
Title:
SCHEDULE 1 TO GRANT OF SECURITY INTEREST
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REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS
---------------------------- --------------------------- ----------------------- ------------------
Registration or Registration or
Trademark Application Number Application Date Country
---------------------------- --------------------------- ----------------------- ------------------
Squeeze Soda 1,955,605 2/13/96 USA
---------------------------- --------------------------- ----------------------- ------------------
Maui Juice Company 2,258,542 7/6/99 USA
---------------------------- --------------------------- ----------------------- ------------------
Chinese Rocket Fuel 78476251 9/31/04 USA
---------------------------- --------------------------- ----------------------- ------------------
SCHEDULE 2 TO GRANT OF SECURITY INTEREST
----------------------------------------
PATENTS AND PATENT APPLICATIONS
NONE.
STATE OF ______________ )
) ss.:
COUNTY OF ____________)
On this ____ day of _________, ____, before me personally came ________
________________ who, being by me duly sworn, did state as follows: that [s]he
is ______________ of Xstream Brands, Inc. that [s]he is authorized to execute
the foregoing Grant on behalf of said corporation and that [s]he did so by
authority of the [Board of Directors] of said corporation.
_________________________
Notary Public
STATE OF ______________)
) ss:
COUNTY OF ____________)
On this ____ day of _________, ____, before me personally came ________
_____________________ who, being by me duly sworn, did state as follows: that
[s]he is __________________ of Laurus Master Fund, Ltd., that [s]he is
authorized to execute the foregoing Xxxxx on behalf of said corporation and that
[s]he did so by authority of the Board of Directors of said corporation.
_________________________
Notary Public
