Exhibit 10.3
GRANT OF SECURITY INTEREST (TRADEMARKS)
Dated: August 6, 2014
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 futher 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, CA Aldwych Limited, HIP Hospitality Limited, STK Chicago LLC, STK-LA, LLC, STK Miami, LLC, STK Miami Service, LLC, STK Midtown Holdings, LLC, STK Midtown, LLC, STK Orlando LLC, T.O.G. (Aldwych) Limited, T.O.G. (UK) Limited, TOG Biscayne, LLC, and WSATOG (Miami) LLC (collectively, the "Borrowers"), and the Secured Party, and pursuant to which the Borrowers have entered into a certain Amended and Restated Security Agreement, dated August 6, 2104, effective as of June 30, 2014n (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 of the 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.
| THE ONE GROUP, LLC | ||
| By: | /s/ Samuel Goldfinger | |
| Name: | Samuel Goldfinger | |
| Title: | Chief Financial Officer | |
Signature Page to Grant of Security Interest (Trademarks)
| STATE OF NEW YORK | ) | |
| ) | ss.: | |
| COUNTY OF NEW YORK | ) |
On the _6th_ day of August in the year 2014 before me, the undersigned, personally appeared Samuel Goldfinger, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
| /s/ Sonia Low | |
| Notary Public |
My Commission Expires:
| August 9, 2014 |
Schedule 1
to
Grant of Security Interest (Trademarks)
by The ONE Group, LLC
Dated as of August 6, 2014
U.S. Federal Trademark Registrations
| PGC NO. | MARK | APPLICATION/ REGISTRATION NO. | APPLICANT/REGISTRANT | (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 spa. | Suspended on 7/27/05. Still suspended as of 5/19/14, despite submission of Segal Aff’d 2/15/14 |
| 1 of 18 |
| PGC NO. | MARK |
APPLICATION/ REGISTRATION NO. |
APPLICANT/REGISTRANT |
(CLASS) GOODS AND/OR SERVICES |
STATUS | |||||
| 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 5/19/14, despite submission of Segal Aff’d 2/15/14 | |||||
| 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 5/19/14, despite submission of Segal Aff’d 2/15/14 |
| 2 of 18 |
| PGC NO. | MARK |
APPLICATION/ REGISTRATION NO. |
APPLICANT/REGISTRANT |
(CLASS) GOODS AND/OR SERVICES |
STATUS | |||||
|
916-053 (previously 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. |
Notice of Allowance: 5/20/14
SOU or Ext. due: 11/20/14 | |||||
| 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 5/19/14, despite submission of Segal Aff’d 2/15/14 |
| 3 of 18 |
| PGC NO. | MARK |
APPLICATION/ REGISTRATION NO. |
APPLICANT/REGISTRANT |
(CLASS) GOODS AND/OR SERVICES |
STATUS | |||||
| 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 spa. |
Suspended on 7/27/05. Still suspended as of 3/06/14, despite submission of Segal Aff’d 2/15/14 | |||||
| 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 4/9/13) |
| 4 of 18 |
| PGC NO. | MARK |
APPLICATION/ REGISTRATION NO. |
APPLICANT/REGISTRANT |
(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 7/27/05. Still suspended as of 4/23/14, despite submission of Segal Aff’d 2/15/14 | |||||
|
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. | 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. | 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 | 8 & 9 due: 2/12/18 |
| 5 of 18 |
| PGC NO. | MARK |
APPLICATION/ REGISTRATION NO. |
APPLICANT/REGISTRANT |
(CLASS) GOODS AND/OR SERVICES |
STATUS | |||||
| 915-013 | STKOUT |
SN: 77/875,804 Filed:11/18/09 |
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 | Abandoned | |||||
| 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) Bar services; Cafe and restaurant services; Cafe-restaurants; Cafes; Providing of food and drink; Restaurant and bar services; Restaurants; Serving of food and drink/beverages; Take-out restaurant services |
8&15 due: 1/3/18
Renewal due: 1/3/22 | |||||
| 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 and restaurant services; Cafe-restaurants; Cafes; Carry-out restaurants; Providing of food and drink; Provision of food and drink in restaurants; Restaurant services; Restaurants; Take-out restaurant services |
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 | Abandoned. |
| 6 of 18 |
| PGC NO. | MARK |
APPLICATION/ REGISTRATION NO. |
APPLICANT/REGISTRANT |
(CLASS) GOODS AND/OR SERVICES |
STATUS | |||||
| 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 | Abandoned. | |||||
| 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) Café services; Providing of food and drink; Restaurant services; Retaurant 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. |
8 & 15 due: 10/30/18
Renewal 8 & 9 due: 10/30/22 |
| 7 of 18 |
| PGC NO. | MARK |
APPLICATION/ REGISTRATION NO. |
APPLICANT/REGISTRANT |
(CLASS) GOODS AND/OR SERVICES |
STATUS | |||||
| 915-038 | STK REBEL |
SN: 85/500,193 Filed: 12/20/11 |
The ONE Group, LLC | (Class 43) Bar services; Cafe services; Cocktail lounge services; Providing of food and drink; 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; Take-out restaurant services |
Notice of Allowance: 7/17/12
Statement of Use, or 5th Ext, due: 1/17/15 | |||||
| 915-057 | REBEL BY STK |
SN: 86/038,226 Filed: 8/14/13 |
The ONE Group, LLC | (Class 43) Bar and cocktail lounge services; Bar and restaurant services; Cafe services; Cafes; Cocktail lounge services; Cocktail lounges; Restaurant services; Restaurant services, namely, providing of food and beverages for consumption on and off the premises |
Notice of Allowance: 3/11/14
Statement of Use, or 1st Ext, due: 9/11/14 | |||||
| 915-069 | STK |
SN: 86/229,587 Filed: 3/24/14 |
The ONE Group, LLC | (Class 41) Arranging and conducting nightclub entertainment events; Arranging and conducting nightclub parties; Night clubs. |
Pending.
Published on 07/15/14 |
| 8 of 18 |
| PGC NO. | MARK |
APPLICATION/ REGISTRATION NO. |
APPLICANT/REGISTRANT |
(CLASS) GOODS AND/OR SERVICES |
STATUS | |||||
| 915-071 | MAGNUM MONDAYS |
SN: 86/320,170 Filed: 06/25/14 |
The ONE Group, LLC |
(Class 35) Arranging and conducting special events for business purposes; Arranging and conducting special events for commercial, promotional or advertising purposes; Special event planning for business purposes; Special event planning for commercial, promotional or advertising purposes.
(Class 41) Arranging and conducting nightclub entertainment events; Arranging and conducting nightclub parties; Arranging and conducting special events for social entertainment purposes; Night clubs; Special event planning for social entertainment purposes.
(Class 43) Bar services; Café and restaurant services; Cocktail lounge services; Providing of food and drink; Restaurant services; Serving food and drinks. |
Pending. |
| 9 of 18 |
| PGC NO. | MARK |
APPLICATION/ REGISTRATION NO. |
APPLICANT/REGISTRANT |
(CLASS) GOODS AND/OR SERVICES |
STATUS | |||||
| 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) Café and restaurant services; Café-restaurants; Restaurant, bar and catering services; Restaurants; Cafes; Cocktail lounges; Wine bars; Bar services |
Abandoned | |||||
| 916-018 | ONE ROCKS |
SN: 77/711,156 Filed: 4/9/09 |
The ONE Group, LLC |
(Class 41) Night clubs
(Class 43) Cocktail lounges; restaurant and bar services; restaurants; wine bars. |
Suspended 1/6/10 Still suspended as of 1/24/14 |
| 10 of 18 |
| PGC NO. | MARK |
APPLICATION/ REGISTRATION NO. |
APPLICANT/REGISTRANT |
(CLASS) GOODS AND/OR SERVICES |
STATUS | |||||
| 916-024 | YI |
SN: 77/840,881 Filed: 10/4/09 |
The ONE Group, LLC | (Class 43) Bar and cocktail lounge services; Bar and restaurant services; Bar services; Cafe and restaurant services; Cafes; Cocktail lounges; Food preparation services; Preparation of food and beverages; Providing of food and drink; Provision of food and drink in restaurants; Restaurant; Restaurant services, namely, providing of food and beverages for consumption on and off the premises; Restaurants; Serving of food and drink/beverages | Abandoned |
| 11 of 18 |
| PGC NO. | MARK |
APPLICATION/ REGISTRATION NO. |
APPLICANT/REGISTRANT |
(CLASS) GOODS AND/OR SERVICES |
STATUS | |||||
| 916-033-parent | 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. |
Notice of Allowance: 4/2/13
SOU, or 3rd Ext., Due: 10/2/14 |
| 12 of 18 |
| PGC NO. | MARK |
APPLICATION/ REGISTRATION NO. |
APPLICANT/REGISTRANT |
(CLASS) GOODS AND/OR SERVICES |
STATUS | |||||
| 916-033-child | HERAEA |
SN: 85/978,974 Filed: 5/2/12
RN: 4,344,289 Issued: 5/28/13 |
The ONE Group, LLC |
(Class 41) Arranging and conducting nightclub entertainment events; Arranging and conducting nightclub parties; Night clubs. (Class 43) Bar services; Cocktail lounge services; Restaurant services; Restaurant services, namely, providing of food and beverages for consumption on and off the premises. |
8 & 15 Due: 5/28/19
Renewal Due: 5/28/23 | |||||
| 916-034 | WHERE GIRLS GO TO PLAY |
SN: 85/615,109 Filed: 5/2/12
RN: 4,339,908 Issued: 5/21/13 |
The ONE Group, LLC |
(Class 41) Arranging and conducting nightclub entertainment events; Arranging and conducting nightclub parties; Night clubs. (Class 43) Bar services; Cocktail lounge services; Restaurant services; Restaurant services, namely, providing of food and beverages for consumption on and off the premises. |
8 & 15 Due: 5/21/19
Renewal Due: 5/21/23 |
| 13 of 18 |
| PGC NO. | MARK |
APPLICATION/ REGISTRATION NO. |
APPLICANT/REGISTRANT |
(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; Café services; Cocktail lounge services; Restaurant services; Restaurant services, namely, providing of food and beverages for consumption on and off the premises. |
Abandoned. |
| 14 of 18 |
| PGC NO. | MARK |
APPLICATION/ REGISTRATION NO. |
APPLICANT/REGISTRANT |
(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; Tank-tops; 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 |
Notice of Allowance: 4/2/13
SOU, or 3rd Ext., Due: 10/2/14 |
| 15 of 18 |
| PGC NO. | MARK |
APPLICATION/ REGISTRATION NO. |
APPLICANT/REGISTRANT |
(CLASS) GOODS AND/OR SERVICES |
STATUS | |||||
| 916-037 | XI SHI |
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; Tank-tops; 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 |
Notice of Allowance: 4/2/13
SOU, or 3rd Ext., Due: 10/2/14 |
| 16 of 18 |
| PGC NO. | MARK |
APPLICATION/ REGISTRATION NO. |
APPLICANT/REGISTRANT |
(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 45) Hotel concierge services. |
Notice of Allowance: 9/24/13
SOU, or 2nd Ext., Due: 9/24/14 |
| 17 of 18 |
| PGC NO. | MARK |
APPLICATION/ REGISTRATION NO. |
APPLICANT/REGISTRANT |
(CLASS) GOODS AND/OR SERVICES |
STATUS | |||||
|
917-002
|
COCO DE VILLE |
SN: 77/333,751 filed 11/20/07
RN: 3,658,860 Issued: 7/21/09
|
The ONE Group, LLC |
(Class 41) Night clubs (Class 43) Restaurant and bar services; Restaurants; Cocktail lounges; Wine bars |
8 & 15 due: 7/21/15
Renewal due: 7/21/19
|
| 18 of 18 |
