Exhibit 10.6
EXECUTION COPY
TRADEMARK SECURITY AGREEMENT
This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is entered into as of July 20, 2022 by and
among, Cenntro Electric Group Limited ACN 619 054 938, an Australian public company (the “Company”), all of the U.S. Subsidiaries of the Company (such subsidiaries, the “Guarantors” and
together with the Company, the “Debtors”), the holders of the Company’s Senior Secured Convertible Notes due twelve (12) months following their dates of issuance, in the original aggregate principal amount of US$61,215,000 (collectively,
the “Notes”) each being a signatory to the Security Agreement (as herein defined), their endorsees, transferees and assigns (collectively, the “Secured Parties”) and Univest Securities, LLC, in its capacity as agent for the
Secured Parties (“Agent”).
WHEREAS, pursuant to the Purchase Agreement (as defined in the Notes), the Secured Parties have severally agreed to extend the loans to
the Company evidenced by the Notes;
WHEREAS, pursuant to a certain Subsidiary Guarantee, dated as of the date hereof (the “Guarantee”), the Guarantors have jointly and severally agreed to guarantee and act as surety for
payment of such Notes;
WHEREAS, in order to induce the Secured Parties to extend the loans evidenced by the Notes and to purchase the warrants (“
Warrants”) under the Securities Purchase Agreement, each Debtor
has agreed to execute and deliver to the Secured Parties that certain Security Agreement, dated as of the date hereof (the “
Security Agreement”) and to grant the Secured Parties,
pari passu with each other Secured Party and through
the Agent (as defined in Section 18 of the Security Agreement), a security interest in certain property of such Debtor to secure the prompt payment, performance and discharge in full of all of
the Company’s obligations under the Notes and the
Guarantors’ obligations under the Guarantee; and
WHEREAS, in connection with the Security Agreement,
the Company and the Guarantors have agreed to execute and deliver this Trademark Security Agreement in order to record the
security interest granted to the Secured Parties with the United States Patent and Trademark Office;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged,
the Company hereby agrees as follows:
SECTION 1. Defined Terms. Unless otherwise defined herein, capitalized terms defined in the Security Agreement and
used herein have the meaning given to them in the Security Agreement. The term “Trademarks” means, collectively, (a) all of the trademarks and trademark applications, whether United States or
foreign, that are owned by the Company, or in which the Company has any right, title or interest, now or in the future, including but not limited to (i) the trademarks and trademark applications listed on Schedule I hereto (as the same may be
amended pursuant hereto from time to time), (ii) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service marks, logos, domain names and other source or business identifiers,
and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any
similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common law rights related thereto; (iii) all trade secrets arising under the laws of the United
States, any other country or any political subdivision thereof; (iv) all re-issues, continuations, divisions, continuations-in-part, renewals or extensions thereof; (iv) the inventions disclosed or claimed therein, including the right to make,
use, practice and/or sell (or license or otherwise transfer or dispose of) the inventions disclosed or claimed therein; and (v) the right (but not the obligation) to make and prosecute applications for such trademarks, (b) all past, present or
future rights in, to and associated with the foregoing throughout the world, whether arising under federal law, state law, common law, foreign law or otherwise, including the following: all such rights arising out of or associated with the
registrations of the foregoing items set forth in clause (a), the right (but not the obligation) to register claims under any state, federal or foreign trademark law or regulation; the right (but not the obligation) to sue or bring opposition
or cancellation proceedings in the name of the Company or the Secured Parties for any and all past, present and future infringements or dilution of or any other damages or injury to the foregoing or any associated goodwill, and the rights to
damages or profits due or accrued arising out of or in connection with any such past, present or future infringement, dilution, damage or injury; and (c) any license rights related to the foregoing.
SECTION 2.
Grant of Security Interest in Trademark Collateral. The Company hereby pledges, collaterally assigns and grants to the Secured Parties to secure the prompt
and complete payment and performance of the Obligations, a security interest (referred to in this Trademark Security Agreement as the “
Security Interest”) in all of
the Company’s right, title and interest in, to and under the following,
whether now owned or hereafter acquired or arising (collectively, the “
Trademark Collateral”):
(a) all of its Trademarks and licenses with respect to Trademarks to which it is a party including those referred to on Schedule I;
(b) each license with respect to Trademarks; and
(c) all products and proceeds (as that term is defined in the UCC) of the foregoing, including any claim by
the Company against third parties for past,
present or future (i) infringement or dilution of any Trademarks or any Trademarks exclusively licensed under any license, including right to receive any damages, or (ii) right to receive license fees, royalties, and other compensation under any
license with respect to Trademarks
.
SECTION 3. Security for Obligations. This Trademark
Security Agreement and the Security Interest created hereby secures the payment and performance of the Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Trademark Security Agreement
secures the payment of all amounts which constitute part of the Obligations and would be owed by the Company to the Secured Parties, whether or not they are unenforceable or not allowable due to the existence of an insolvency proceeding
involving the Company.
SECTION 4. Security Agreement. The Security Interest
granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interests granted to the Secured Parties pursuant to the Security Agreement. The Company hereby acknowledges and affirms that the rights and
remedies of the Secured Parties with respect to the Security Interest in the Trademark Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein
as if fully set forth herein. To the extent there is any inconsistency between this Trademark Security Agreement and the Security Agreement, the Security Agreement shall control.
SECTION 5. Authorization to Supplement. If the Company
shall obtain rights to any new Trademarks, the provisions of this Trademark Security Agreement shall automatically apply thereto. The Company hereby authorizes the Secured Parties unilaterally to modify this Trademark Security Agreement by
amending Schedule I to include any such new trademark rights of the Company. Notwithstanding the foregoing, no failure to so modify this Trademark Security Agreement or amend Schedule I shall in any way affect, invalidate or
detract from the Secured Parties’ continuing security interest in all Collateral (including the Trademark Collateral), whether or not listed on Schedule I.
SECTION 6. Counterparts. This Trademark Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument,
and any party here-to may execute this Trademark Security Agreement by signing and delivering one or more counterparts.
SECTION 7.
Governing Law. This Trademark Security Agreement and any claims, controversy, dispute or cause of action (whether in
contract or tort or otherwise) based
upon, arising out of or relating to this Trademark Security Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of Nevada.
[Signature pages to follow]
IN WITNESS WHEREOF,
the Company has caused this Trademark Security Agreement to be execut-ed and delivered by its duly authorized offer as of the date first set forth above.
| CENTRO ELECTRIC GROUP LIMITED |
|
|
| |
|
|
|
Executed by Cenntro Electric Group Limited ACN 619 054 938 in accordance with Section 127 of the Corporations Act 2001
|
|
|
| |
|
|
|
|
|
|
|
Signature of director
|
|
Signature of director/company secretary
(Please delete as applicable)
|
| |
|
|
|
|
|
|
|
Name of director (print)
|
|
Name of director/company secretary (print)
|
|
CENNTRO ELECTRIC GROUP, INC.
|
|
| |
|
|
By:
|
|
|
| |
|
|
| |
Title: Chief Executive Officer
|
|
|
CENNTRO AUTOMOTIVE CORPORATION
|
|
| |
|
|
By:
|
|
|
| |
|
|
| |
Title: Chief Executive Officer
|
|
[SIGNATURE PAGE OF AGENT FOLLOWS]
[SIGNATURE PAGE OF AGENT TO SECURITY AGREEMENT]
|
UNIVEST SECURITIES, LLC
|
|
| |
|
| |
|
|
|
By:
|
|
|
| |
|
|
| |
Title: Chief Executive Officer
|
|
SCHEDULE I
to
TRADEMARK SECURITY AGREEMENT
TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS
