TRADEMARK SECURITY AGREEMENT
THIS AGREEMENT made as of August 9, 2007 by Steelbank Tubular Inc., a New
Brunswick corporation (the "Grantor"), in favour of Laurus Master Fund, Ltd.
(the "Secured Party").
A. Pursuant to an Amended and Restated Master Security Agreement, dated as
of the date hereof (as amended, restated, supplemented or otherwise modified
from time to time, the "Security Agreement") among the Grantor, certain other
Assignors (as defined in the Security Agreement), and the Secured Party, the
terms and provisions of which are hereby incorporated herein as if fully set
forth herein, the Grantor and the other Assignors have granted a security
interest to the Secured Party in consideration of the Secured Party's agreement
to provide financial accommodations to Tarpon Industries, Inc. and certain of
its Subsidiaries.
B. The Grantor has adopted, used and is using the trademarks reflected in
the trademark registrations and trademark applications in the Canadian
Intellectual Property Office more particularly described on Schedule 1 annexed
hereto as part hereof (the "Trademarks").
C. The Grantor wishes to confirm its grant to the Secured Party of a
security interest in all right, title and interest of the Grantor in and to the
Trademarks, 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 all
causes of action which may exist by reason of infringement of any of the
Trademarks (collectively, the "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. The Grantor does hereby further grant to the Secured Party a security
interest in the Collateral to secure the full and prompt payment, performance
and observance of the Obligations.
2. The Grantor 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 the Grantor's expense, in obtaining and enforcing the
Trademarks in any and all countries. Such acts may include, but are not limited
to, execution of documents and assistance or cooperation in legal proceedings.
The Grantor hereby appoints the Secured Party as the Grantor's 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 or any other element of the
Collateral, all acts of such attorney-in-fact being hereby ratified and
confirmed.
3. The Grantor acknowledges and affirms that the rights and remedies of the
Secured Party with respect to the security interest in the 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 agreement are deemed to conflict with the Security Agreement, the
provisions of the Security Agreement shall govern.
4. The Grantor hereby authorizes the Secured Party to file all such
financing statements or other instruments to the extent required by the Personal
Property Security Act (Ontario) and agrees to execute all such other documents,
agreements and instruments as may be required or deemed necessary by the Secured
Party, in each case for purposes of perfecting or continuing Secured Party's
security interest in the Collateral.
5. This agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable
therein.
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IN WITNESS WHEREOF, the Grantor has caused this agreement to be executed as
of the day and year first above written.
STEELBANK TUBULAR INC.
By: /s/
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Name:
Title:
SCHEDULE 1 TO TRADEMARK SECURITY AGREEMENT
REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS
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Registration or Registration or
Trademark Application Number Application Date Country
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Duratube TMA527,908 May 17, 2000 Canada
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