EXHIBIT 10.4
PATENT AND TRADEMARK SECURITY
AGREEMENT
This Patent and Trademark Security
Agreement (the “ Agreement ”), dated as of
March 30, 2009, is made by and between GRANITE CITY FOOD
AND BREWERY, LTD ., a Minnesota corporation having a business
location at the address set forth below next to its signature (the
“ Debtor ”), and HARMONY EQUITY INCOME FUND,
L.L.C. , a South Dakota limited liability company (“
Agent ”), for the benefit of the Lenders a party to
the Credit Agreement (defined below), and having a business
location at the address set forth below next to its
signature.
Recitals
A.
Debtor and Agent are parties to that certain Bridge Loan Agreement
(as amended, supplemented or restated from time to time, the
“ Credit Agreement ”) dated the same date as
this Agreement, setting forth the terms by which the Lenders set
forth therein may now or hereafter extend credit to or for the
account of Debtor.
B.
As a condition to extending credit to or for the account of Debtor,
Agent and Lenders have required the execution and delivery of this
Agreement by Debtor.
ACCORDINGLY, in consideration of the
mutual covenants contained in the Loan Documents and herein, the
parties hereby agree as follows:
1.
Definitions . All terms defined in the Recitals hereto or in
the Credit Agreement that are not otherwise defined herein shall
have the meanings given to them in the Credit Agreement. In
addition, the following terms have the meanings set forth
below:
“ Patents ” means
all of Debtor’s right, title and interest in and to patents
or applications for patents, fees or royalties with respect to
each, and including without limitation the right to sue for past
infringement and damages therefor, and licenses thereunder, all as
presently existing or hereafter arising or acquired, including
without limitation the patents listed on Exhibit A
.
“ Security Interest
” has the meaning given in Section 2.
“ Trademarks ”
means all of Debtor’s right, title and interest in and to:
(i) trademarks, service marks, collective membership marks,
registrations and applications for registration for each, and the
respective goodwill associated with each, (ii) licenses, fees
or royalties with respect to each, (iii) the right to sue for
past, present and future infringement, dilution and damages
therefor, and (iv) licenses thereunder, all as presently
existing or hereafter arising or acquired, including, without
limitation, the marks listed on Exhibit B
.
2.
Security Interest . Debtor hereby irrevocably pledges and
assigns to, and grants Agent (for the benefit of Lenders) a
security interest (the “ Security Interest ”)
with power of sale to the extent permitted by law, in the Patents
and in the Trademarks to secure payment of the Obligations. As set
forth in the Credit Agreement, the Security Interest is coupled
with a security
