Exhibit 10.7
GRANT OF SECURITY INTEREST
IN PATENTS AND TRADEMARKS
THIS GRANT OF SECURITY INTEREST ("Grant"), effected as of May 14, 2004,
is executed by Xstream Beverage Group, Inc., a Nevada corporation ("XSBG"), in
favor of Laurus Master Fund, Ltd. (the "Secured Party").
A. Pursuant to a Master Security Agreement dated as of the date hereof
(as amended, restated, supplemented or otherwise modified from time to time, the
"Security Agreement") among XSBG, 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, XSBG and the other
Assignors have granted a security interest to the Secured Party in consideration
of the Secured Party's agreement to provide loans to XSBG .
B. XSBG (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. XSBG wishes to confirm its grant to the Secured Party of a security
interest in all right, title and interest of XSBG 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. ▇▇▇▇ 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. ▇▇▇▇ 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 ▇▇▇▇'s 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. XSBG
hereby appoints the Secured Party as ▇▇▇▇'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 and Patents or any other element of the T&P
Collateral, all acts of such attorney-in-fact being hereby ratified and
confirmed.
3. ▇▇▇▇ 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. ▇▇▇▇ 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.
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2
IN WITNESS WHEREOF, ▇▇▇▇ has caused this instrument to be executed as
of the day and year first above written.
XSTREAM BEVERAGE GROUP, INC.
By:
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Name:
Title:
3
LAURUS MASTER FUND, LTD.
By:
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Name:
Title:
4
SCHEDULE 1 TO GRANT OF SECURITY INTEREST
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REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS
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Trademark Registration or Application Registration or Country
Number Application Date
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Yohimbe Energy Drink 78/196840 USA
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SCHEDULE 2 TO GRANT OF SECURITY INTEREST
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PATENTS AND PATENT APPLICATIONS
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Patent Registration or Application Registration or Country
Number Application Date
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None.
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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 Beverage Group, 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 ▇▇▇▇▇ on behalf of said corporation
and that [s]he did so by authority of the Board of Directors of said
corporation.
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Notary Public
