EX-4.4



 Exhibit 4.4 

EXECUTION VERSION 
 TRADEMARK
SECURITY AGREEMENT 
 This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made as of this 10th
day June, 2015, among Tops Markets, LLC, a New York limited liability company, and Tops PT, LLC, a New York limited liability company (together, the “Grantors”), and U.S. Bank National Association, in its capacity as collateral
agent for the Credit Parties (together, with its successors and assigns, in such capacity, the “Collateral Agent”). 

W I T N E S S E T H: 

WHEREAS, the Grantors have executed and delivered to the Collateral Agent, for the benefit of the Credit Parties, that certain Security
Agreement, dated as of June 10, 2015 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the “Security Agreement”), among Tops Holding LLC, a
Delaware limited liability company, Tops Markets II Corporation, a Delaware corporation, the Grantors, the other guarantors party thereto, and the Collateral Agent; and 

WHEREAS, pursuant to the Security Agreement, the Grantors are required to execute and deliver to the Collateral Agent, for the benefit of the
Secured Parties, this Trademark Security Agreement; 
 NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantors hereby agree as follows: 

1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Security
Agreement. 
 2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby pledges and grants to the Collateral Agent,
for its own respective benefit and for the benefit of the other Credit Parties, a lien on and security interest in all of the right, title and interest of each of the Grantors in, to and under the following (collectively, the “Trademark
Collateral”): 
 (a) all of the Grantors’ U.S. Trademarks, including those referred to on Schedule I
hereto, including the goodwill exclusively symbolized thereby, provided that no security interest shall be granted in any U.S. intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security
interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable law; 

(b) all renewals of the foregoing; and 







 (c) all proceeds of the foregoing, including any claim by the Grantors against
third parties for past, present or future infringement or dilution of any U.S. Trademark. 
 3. SECURITY FOR OBLIGATIONS. This
Trademark Security Agreement secures, and the Trademark Collateral is collateral security for, the payment and performance in full when due of the Secured Obligations. 

4. SECURITY AGREEMENT. The security interests granted pursuant to this Trademark Security Agreement are granted in conjunction with the
security interests granted to the Collateral Agent, for the benefit of the Credit Parties, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent 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. 

5. COUNTERPARTS. This Trademark Security Agreement and any amendments, waivers, consents or supplements hereto may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. 

6. CONSTRUCTION. The rules of interpretation adopted in Section 1.2 of the Security Agreement shall be applicable to this
Trademark Security Agreement. 
 7. INTERCREDITOR AGREEMENT. Notwithstanding anything to the contrary contained herein, the lien and
security interest granted to the Collateral Agent pursuant to this Trademark Security Agreement and the exercise of any right or remedy by the Collateral Agent hereunder is subject to the provisions of the Intercreditor Agreement (as supplemented by
the Intercreditor Joinder). In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Trademark Security Agreement, the terms of the Intercreditor Agreement shall govern and control. 

8. INDENTURE. Notwithstanding anything to the contrary contained herein, in connection with its execution and acting hereunder, the
Collateral Agent is entitled to all rights, privileges, benefits, protections, immunities and indemnities provided to it under the Indenture. 

9. GOVERNING LAW. This Trademark Security Agreement shall be governed by, and construed in accordance with, the laws of the State of
New York, without regard to conflicts of laws principles thereof. 
 [SIGNATURE PAGE FOLLOWS] 







 IN WITNESS WHEREOF, the Grantors have caused this Trademark Security Agreement to be executed and
delivered by its duly authorized officer as of the date first set forth above. 
  

			
	TOPS MARKETS, LLC, as Grantor
		
	By:		 /s/ Frank Curci

	Name:		Frank Curci
	Title:		President and Chief Executive Officer
	
	TOPS, PT, LLC, as Grantor
		
	By:		Tops Markets, LLC, its sole member
		
	By:		 /s/ Frank Curci

	Name:		Frank Curci
	Title:		President and Chief Executive Officer









 
			
	ACCEPTED AND ACKNOWLEDGED BY:
	
	 U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agent

		
	By:		 /s/ Beverly A. Freeney

	Name:		Beverly A. Freeney
	Title:		Vice President









 SCHEDULE I 

to 
 TRADEMARK SECURITY
AGREEMENT 
 UNITED STATES TRADEMARKS: 
  

							
	 Owner
	 	 Jurisdiction
	 	 Mark/Class/No.

Date/Goods
	 	 Status

		 	Federal:	 		 	
				
	Tops Markets, LLC	 	 US/REG
  
 




	 	 Tops Logo (Design only)
 Class
42
 Reg. No. 0991019
 Reg. Date 8/13/1974

Service: Supermarket grocery store services.
	 	Renewed 2013. Next renewal due 8/13/2024
				
	Tops Markets, LLC	 	US/REG	 	 B-KWIK
 Class 35

Reg. No. 922571
 Reg. Date 10/19/1971

Service: Supermarket grocery store services.
	 	Renewed 2012. Next renewal due 10/19/2021
				
	Tops Markets, LLC	 	US/REG	 	 BAKER’S OVEN
 Class 30

Reg. No. 1047798
 Reg. Date 9/7/1976

Goods: Baked goods.
	 	Renewed 2006. Next renewal due 9/7/2016
				
	Tops Markets, LLC	 	US/REG	 	 GLOUCESTER PIER SEAFOOD CO.
 Class
35
 Reg. No. 4362323
 Reg. Date: 7/2/2013

Services: Supermarket services featuring a seafood department
	 	Disclaimer of GLOUCESTER and SEAFOOD CO. Section 8 due between 7/2/2018 and 7/2/2019









							
	 Owner
	 	 Jurisdiction
	 	 Mark/Class/No.

Date/Goods
	 	 Status

	Tops Markets, LLC	 	 US/REG
 




  
	 	 NY GROWN FRESH PICKED FOR TOPS & Design

Class 35
 Reg. No. 3602029

Reg. Date 4/7/2009
 Goods/services: retail grocery store services
featuring fresh produce
	 	 Section 8 due 4/7/2015 (with grace period ending 10/7/2015)
  

Renewal due 4/7/2019

				
	Tops Markets, LLC	 	 US/REG
 




  
	 	 NY/PA GROWN FRESH PICKED FOR TOPS & Design

Class 35
 Reg. No. 3907824

Reg. Date 1/18/2011
 Goods/services: retail grocery store services
featuring fresh produce
	 	 Section 8 due between 1/18/2016 and 1/18/2017
  

Renewal due 1/18/2021

				
	Tops Markets, LLC	 	US/REG	 	 ORCHARD FRESH
 Class 35

Reg. No. 4415615
 Reg. Date: 10/8/2013

Services: Retail store services featuring groceries, gasoline and convenience store items
	 	Disclaimer of FRESH. Section 8 due between 10/8/2018 and 10/8/2019
				
	Tops Markets, LLC	 	US/REG	 	 ORCHARDFRESH TASTEFULLY DONE
 Class
35
 Reg. No. 4435683
 Reg. Date: 11-19-2013

Services: Retail supermarket services
	 	Section 8 due between 11/19/2018 and 11/19/2019
				
	Tops Markets, LLC	 	US/REG	 	 THE SAVINGS CART
 Class 35

Reg. No. 2529733
 Reg. Date 1/15/2002

Services: retail supermarket services
	 	Renewed 2012. Next renewal due 1/15/2022


  
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	 Owner
	 	 Jurisdiction
	 	 Mark/Class/No.

Date/Goods
	 	 Status

	Tops Markets, LLC	 	US/REG	 	 TOPS
 Classes
1,3,4,6,8,16,20,21,31,32
 Reg. No. 3446451
 Reg. Date
6/10/2008
 Goods: long list of grocery store products
	 	Section 8/15 approved. Renewal due 6/10/2018
				
	Tops Markets, LLC	 	US/REG	 	 TOPS
 Class 29

Reg. No. 2963913
 Reg. date: 6/28/2005

Goods: Cheese, milk, etc.
	 	Section 8/15 filed 2010. Renewed 2014. Next renewal due 6/28/2025
				
	Tops Markets, LLC	 	US/REG	 	 TOPS
 Class 29

Reg. No. 3001996
 Reg. Date: 9/27/2005

Goods: Cheese and cracker combinations etc.
	 	Section 8/15 filed 2010. Renewed 2014. Next renewal due 9/27/2025
				
	Tops Markets, LLC	 	US/REG	 	 TOPS
 Class 30

Reg. No. 2856078
 Reg. Date: 6/22/2004

Goods: Bread, bagels, etc.
	 	Section 8/15 filed 2009. Renewal due 6/22/2024
				
	Tops Markets, LLC	 	US/REG	 	 TOPS
 Class 35

Reg. No. 0763677
 Reg. Date 1/21/1964

Services: Supermarket grocery store services.
	 	Renewal due 1/21/2024
				
	Tops Markets, LLC	 	US/REG	 	 TOPS
 Class 29

Reg. No. 1433101
 Reg. Date 3/17/1987

Goods: Canned tuna fish;
 luncheon meats, namely bacon,

bologna, salami, ham, wieners, sausage and luncheon meat loaves comprising olives, pickles and spices combined with luncheon meats; non-dairy whipped topping,
and potato chips.
	 	Renewal due 3/17/2017


  
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	 Owner
	 	 Jurisdiction
	 	 Mark/Class/No.

Date/Goods
	 	 Status

				
	Tops Markets, LLC	 	US/REG	 	 TOPS
 Class 30

Reg. No. 1465722
 Reg. Date 11/17/1987

Goods: Pasta products - namely spaghetti, egg noodles, macaroni and lasagna.
	 	Renewal due 11/17/2017
				
	Tops Markets, LLC	 	 US/REG
  
 




	 	 TOPS (Stylized)
 Class 35

Reg. No. 2326658
 Reg. Date 3/7/2000

Services: Retail supermarket services.
	 	Renewed 2009. Next renewal due 3/7/2020
				
	Tops Markets, LLC	 	 US/REG
 




  
	 	 TOPS (Stylized letters and logo)

Class 35
 Reg. No. 2326652

Reg. Date 3/7/2000
 Services: Retail supermarket
services.
	 	Renewed 2009. Next renewal due 3/7/2020


  
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	 Owner
	 	 Jurisdiction
	 	 Mark/Class/No.

Date/Goods
	 	 Status

	 Tops Markets, LLC
	 	US/REG	 	 TOPS BONUS PLUS
 Class 35

Reg. No. 4231348
 Reg. Date 10/23/2012.

Services: Retail store services in the field of groceries, gasoline and convenience store items featuring a bonus incentive program for customers
	 	 Disclaimer of BONUS.
  

Section 8 due between 10-23-2017 and 10-23-2018

				
	 Tops Markets, LLC
	 	 US/REG
  
 




	 	 TOPS COUPON CENTRAL & Design

Class 35
 Reg. No. 4243364

Reg. Date 11/13/2012.
 Services: Retail store services in the
field of groceries, gasoline and convenience store items featuring a coupon redemption program
	 	 Disclaimer of COUPON.
 Section 8 due between
11/13/2017 and 11/13/2018

				
	 Tops Markets, LLC
	 	 US/REG
	 	 TOPS E-BONUS SAVER
 Class 35

Reg. 4142117
 Reg. Date: 5/15/2012

Services: Retail store services in the field of groceries featuring a bonus incentive program for customers
	 	 Disclaimer of E-BONUS. Section 8 due between 5/15/2017 and 5/15/2018

Renewal due 5/15/2022

				
	 Tops Markets, LLC
	 	 US/REG
  
 




	 	 TOPS FRIENDLY MARKETS (and design)

Class 42
 Reg. No. 1094076

Reg. Date 6/20/1978
 Services: Retail supermarket
services.
	 	 Renewed 2008. Next renewal due 6/20/2018

Disclaimer of FRIENDLY MARKETS.



  
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	 Owner
	 	 Jurisdiction
	 	 Mark/Class/No.

Date/Goods
	 	 Status

				
	Tops Markets, LLC	 	US/REG	 	 TOPS GAS BONUSPOINTS
 Class 35

Reg. 4028330
 Reg. Date 9/20/2011

Services: Retail store services in the field of groceries and gasoline featuring a bonus incentive program for customers.
	 	 Disclaimer of GAS and BONUSPOINTS.
 Section 8
due between
 9/20/2016 and 9/20/2017
  

Renewal due 9/20/2021

				
	Tops Markets, LLC	 	US/REG	 	 TOPS GASPOINTS
 Class 35

Reg. 4142759
 Reg. Date: 5/15/2012

Services: Retail store services in the field of groceries and gasoline featuring a bonus incentive program for customers
	 	 Disclaimer of GAS POINTS.
 Section 8 due between
5/15/2017 and 5/15/2018
  
 Renewal due 5/15/2022

				
	Tops Markets, LLC	 	US/REG	 	 TOPS NEVER STOPS
 Class 42

Reg. No. 1499050
 Reg. Date 8/2/1988

Services: Retail supermarket services.
	 	Renewed 2008. Next renewal due 8/2/2018
				
	Tops Markets, LLC	 	US/REG	 	 TOPSMART
 Classes 30, 32

Reg. No. 3858371
 Reg. Date 10/5/2010

Goods: candy, beverages, etc.
	 	 Section 8 due between 10/5/2015 and 10/5/2016
  

Renewal due 10/5/2020

				
	Tops Markets, LLC	 	US/REG	 	 TOPSMART
 Classes 29

Reg. No. 3951305
 Reg. Date 4/26/2011

Goods: shrimp, etc.
	 	 Section 8 due between 4/26/2016 and 4/26/2017
  

Renewal due 4/26/2021

				
	Tops Markets, LLC	 	US/REG	 	 TOPSTIPS
 Classes 29, 30, 32

Reg. No. 3929019
 Reg Date 3/8/2011

Goods: shrimp, candy, beverages, etc.
	 	 Section 8 due between
 3/8/2016 and
3/8/2017
  
 Renewal due
3/8/2021



  
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	 Owner
	 	 Jurisdiction
	 	 Mark/Class/No.

Date/Goods
	 	 Status

				
	Tops Markets, LLC	 	US/REG	 	 TOPS YOUR NEIGHBORHOOD STORE WITH MORE

Class 35
 Reg. No. 3993400

Reg. Date 7/12/2011
 Services: retail grocery store
services
	 	 Section 8 due between 7/12/2016 and 7/12/2017
  

Renewal due 7/12/2021

				
	Tops Markets, LLC	 	 US/REG
  
 




	 	 TOPS XPRESS (and design)
 Class
35
 Reg. No. 2551177
 Reg. Date 3/19/2002

Services: Gasoline station and convenience store services.
	 	Renewed 2011. Next renewal due 3/19/2022
				
	Tops Markets, LLC	 	US/APP	 	 TOPS BUSINESS PLUS
 Class 36

App. No. 86319686
 Filed: 6/25/2015

Services: charge card services
	 	Statement of Use due 7/27/2015


  
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	 Owner
	 	 State:
	 	 Mark/ Reg No./Date/Goods
	 	 Status

				
	Tops Markets, LLC	 	NY/REG	 	 RX YOUR NEIGHBORHOOD DRUGSTORE AT TOPS & Design

Class 35
 Registration in the name of Tops Brands, Inc.
to be updated upon renewal
 Reg. No. S-19539
 Reg. Date:
3/29/2006
 Goods: retail pharmacy services
	 	Renewal due 3/29/2016
				
	Tops Markets, LLC	 	NY/REG	 	 TOPS
 Class 52

Reg. No. R-27276 (now R-30181)

Reg. Date 7/12/1993
 Goods: Bleach, towelettes and bowl
cleaner.
	 	Renewed 2003. In 2013, renewed and assignment recorded from Tops Brands, Inc. to Tops Markets, LLC. Next renewal due 7/12/2023
				
	Tops Markets, LLC	 	NY/REG	 	 TOPS
 Class 46

Reg. No. R-27278 (now R-30182)

Reg. Date 7/12/1993
 Goods: Cheese, margarine, coffee, lightner,
half and half, waffles, peanut butter, milk, butter, eggs, potato chips and coffee.
	 	Renewed 2003. In 2013, renewed and assignment recorded from Tops Brands, Inc. to Tops Markets, LLC. Next renewal due 7/12/2023
				
	Tops Markets, LLC	 	OHIO/REG	 	 RX YOUR NEIGHBORHOOD DRUGSTORE AT TOPS & Design

Class 35
 Registration in the name of Tops Brands, Inc.
to be updated upon renewal
 Reg. No. 200608903034
 Reg.
Date 3/29/2006
 Goods: retail pharmacy services
	 	Renewal due 3/29/2016
				
		 		 		 	


  
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	 Owner
	 	 Jurisdiction
	 	 Mark/Class/No.

Date/Goods
	 	 Status

				
	Tops PT, LLC	 	US/REG	 	 BIG BEAR
 Class 42

Reg. No. 0981376
 Reg. Date: 3/26/1974

Services: retail grocery store services
	 	Renewed 2013. Next renewal due 3/26/2024
				
	Tops PT, LLC	 	 US/REG
  
 




	 	 BIG BEAR & Design
 Class
42
 Reg. No. 1217929
 Reg. Date 11/23/1982

Services: retail grocery store services
	 	Renewed 2002 and 2012. Next renewal due 11/23/2022
				
	Tops PT, LLC	 	US/REG	 	 BIG SMILES. FRESH FOOD. LOW PRICES.

Class 35
 Reg. No. 3636274

Reg. Date 6/9/2009
 Services: supermarkets
	 	 Section 8 due between 6/9/2014 and 6/9/2015
  

Renewal due 6/9/2019

				
	Tops PT, LLC	 	 US/REG
 




  
	 	 GARDEN FRESH PRODUCE NOW THAT’S FRESH!

Classes 31, 35
 Reg. No. 2540369

Reg. Date 2/19/2002
 Goods/services: fresh fruits and vegetables;
retail store services featuring fresh fruits and vegetables.
	 	Renewed 2011. Next renewal due 2/19/2022 
				
	Tops PT, LLC	 	US/REG	 	 GLOUCESTER PIER
 Class 29

Reg. No. 2588134
 Reg. Date 7/2/2002

Goods: fish, shellfish, seafood, etc.
	 	Renewed 2012. Next renewal due 7/2/2022
				
	Tops PT, LLC	 	US/REG	 	 P&C
 Class 30

Reg. No. 0739090
 Reg. Date 10/9/1962

Goods: bread
	 	 Renewal due 10/9/2012.
  

At some point the Trademark Office will get around to canceling the registration.

				
	Tops PT, LLC	 	 US/REG
  
 




	 	 P&C (stylized letters)
 Class
42
 Reg. No. 1577082
 Reg. Date 1/9/1990

Services: supermarket services
	 	Renewal due 1/9/2020
				
	Tops PT, LLC	 	 US/REG
  
 




	 	 P&C (stylized letters)
 Classes
29, 30, 34
 Reg. No. 1693854
 Reg. Date 6/16/1992

Goods: hamburger, bread, matches, etc.
	 	 Renewal due 6/16/2012.
  

At some point the Trademark Office will get around to canceling the registration

				
	Tops PT, LLC	 	 US/REG
  
 




	 	 P&C FOODS & Design
 Class
42
 Reg. No. 2021018
 Reg. Date 12/3/1996

Services: supermarket services
	 	Renewal due 12/3/2016


  
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 Licenses: {No change to Licenses} 

 

							
	 Agreement
	 	 Licensee
	 	 Licensor
	 	 Date

				
	Perpetual Sublicense Agreement	 	Tops Markets LLC	 	Ahold IP, Inc.	 	December 1, 2007
				
	License Agreement	 	Tops Markets, LLC	 	C&S Wholesale Grocers, Inc.	 	September 24, 2012
				
	IP License Agreement	 	Tops Markets, LLC	 	GU Markets LLC	 	September 24, 2012
	
	A number of trademarks are licensed to Tops Markets LLC pursuant to the Bylaws of Topco Holdings, Inc., dated March 1, 2012.

 OTHER TRADEMARKS: 

Registrations: 
 None. 

Applications: 
 None. 

Licenses: 
 None. 

  
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