TRADEMARK SECURITY AGREEMENT


 


This Trademark Security
Agreement (this “Agreement”) dated as of May 31, 2012, is made by and among Frederick’s of Hollywood Group
Inc., a New York corporation (“Group”), and Frederick’s of Hollywood Inc., a Delaware corporation (“Frederick’s”
and together with Group, each individually, a “Grantor”, and collectively, the “Grantors”),
and Salus Capital Partners, LLC (“Secured Party”).


 


WITNESSETH


 


WHEREAS, reference
is made to that certain Credit and Security Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among the Grantors, as Borrowers and Secured Party,
as Lender; and


 


WHEREAS, pursuant to
the terms of the Credit Agreement, each of the Grantors has granted to Secured Party a security interest in all of its assets,
including all right, title and interest of such Grantor in, to and under all now owned and hereafter acquired Trademarks, together
with the goodwill of the business symbolized by such Grantor’s Trademarks, and all products and proceeds thereof, to secure
payment and performance of the Obligations; and


 


WHEREAS, Secured Party
has required that the Grantors execute this Agreement to evidence the security interest granted to Secured Party in any Trademarks
and for recording with the United States Patent and Trademark Office.


 


NOW, THEREFORE, in
consideration of the premises set forth herein and for other good and valuable consideration, receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:


 


1.            Definitions.
Terms defined in the Credit Agreement and not otherwise defined herein shall have the meanings given them in the Credit Agreement.
In addition, the following terms have the meanings set forth below:


 


“Trademarks”
means all of Grantors’ right, title and interest in and to: trademarks, service marks, certification marks, collective marks,
trade names, corporate names, company names, business names, fictitious business names, Internet domain names, trade styles, logos,
other source or business identifiers, designs and general intangibles of a like nature, rights of publicity and privacy pertaining
to the names, likeness, signature and biographical data of natural persons, now or hereafter in force, and, with respect to any
and all of the foregoing: (i) all registrations and recordation thereof and all applications in connection therewith including,
but not limited to, the registrations and applications referred to in Schedule A attached hereto (as such exhibit may be
amended or supplemented from time to time), (ii) all renewals and extensions thereof, (iii) the goodwill of the business associated
therewith and symbolized thereby, (iv) all rights corresponding to any of the foregoing throughout the world, (v) all rights to
sue at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment
thereof, including, without limitation, the right to receive all proceeds of suit and damage awards therefore, and (vi) all payments,
income, and royalties and rights to payments, income, and royalties arising out of the sale, lease, license assignment or other
disposition thereof.


 



    	 



    	 



    

 


“Event of Default”
means an Event of Default, as defined in the Credit Agreement or any other loan agreement or security agreement now in existence
or hereafter entered into by the Grantors.


 


2.            Security
Interest. In order to secure the Obligations, each Grantor hereby confirms and acknowledges that it has granted and created
(and, to the extent not previously granted under the Credit Agreement, does hereby irrevocably grant and create) a security interest,
with power of sale to the extent permitted by law, in the Trademarks. This security interest is in any and all rights that may
exist or hereafter arise under any trademark law now or hereinafter in effect in the United States of America or in any other country.


 


3.            Representations
and Warranties. Each Grantor represents and warrants that the it owns each of the Trademarks listed on Schedule A attached
hereto, free and clear of any Lien other than Permitted Liens, and (b) the Trademarks listed on Schedule A attached hereto
include all Trademarks owned or controlled by such Grantor as of the effective date hereof.


 


4.            Administration
of Trademarks. So long as no Event of Default shall have occurred and be continuing, the Grantors may control and manage the
Trademarks, including the right to receive and use the income, revenue, profits, and royalties that arise from the use of the Trademarks
and any licenses thereunder, in the same manner and to the same extent as if this Agreement had not been entered into. Each Grantor
shall give Secured Party prompt notice of any change in the status of said Trademarks or such Grantor’s rights thereunder.


 


5.            Protection
of Trademarks. Each Grantor covenants that it will at its own expense protect, defend and maintain the Trademarks to the extent
reasonably advisable in its business as determined by such Grantor in its sole discretion, provided that if such Grantor fails
to do so, Secured Party may (but shall have no obligation to) do so in such Grantor’s name or in Secured Party’s name,
but at such Grantor’s expense, and such Grantor shall reimburse Secured Party in full for all expenses, including reasonable
attorney’s fees incurred by Secured Party in protecting, defending and maintaining the Trademarks.


 


6.            Remedies.
Upon the occurrence of an Event of Default and during the continuation thereof, Secured Party may, at its option, exercise any
one or more of the following remedies: (a) exercise all rights and remedies available under the UCC, or under any applicable law;
(b) sell, assign, transfer, pledge, encumber or otherwise dispose of any Trademark; (c) enforce any Trademark, and any licenses
thereunder; and (d) exercise or enforce any or all other rights or remedies available to Secured Party by law or agreement against
the Trademarks, against any Grantor or against any other person or property. If Secured Party shall exercise any remedy under this
Agreement, the Grantors shall, at the reasonable request of Secured Party, do any and all lawful acts and execute any and all proper
documents required by Secured Party in aid thereof. For the purposes of this Section 6, upon the occurrence of an Event of Default
and during the continuation thereof, each Grantor appoints Secured Party as its attorney with the right, but not the duty, to endorse
such Grantor’s name on all applications, documents, papers and instruments necessary for Secured Party to (i) act in its
own name or enforce or use the Trademarks, (ii) grant or issue any exclusive or non-exclusive licenses under the Trademarks to
any third party, and/or (iii) sell, assign, transfer, pledge, encumber or otherwise transfer title in or dispose of any Trademark.
Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done pursuant to the powers granted in this
Section 6. This power of attorney shall be irrevocable until the termination of the Credit Agreement and satisfaction of the Obligations.
The Grantors shall reimburse Secured Party for all reasonable attorney’s fees and expenses of all types incurred by Secured
Party, or its counsel, in connection with the exercise of the rights of Secured Party under this Agreement.


 



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7.          Incorporation
of Credit Agreement. Except as expressly set forth herein, the rights and obligations of the Grantors and Secured Party with
respect to the Trademarks shall in all respects be governed by the Credit Agreement, the terms of which are incorporated as fully
as if set forth at length herein.


 


8.          Counterparts.
This Agreement may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed an original,
and all of which, when taken together, shall constitute but one and the same agreement.


 


[SIGNATURES APPEAR ON FOLLOWING PAGES]


 



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IN WITNESS WHEREOF, the parties have
executed this Trademark Security Agreement as of the date written above.


 


	 	GRANTORS:
	 	 
	 	FREDERICK’S OF HOLLYWOOD GROUP
 INC.
	 	 	 
	 	By:	s/ Thomas Rende
	 	 	Thomas Rende
	 	 	Chief Financial Officer
	 	 	 
	 	FREDERICK’S OF HOLLYWOOD, INC.
	 	 	 
	 	By:	s/ Thomas Rende 
	 	 	Thomas Rende
	 	 	Chief Financial Officer


 


[Signature Page to Trademark Security Agreement]


 



    	 



    	 



    

 


	 	SECURED PARTY:
	 	 
	 	SALUS CAPITAL PARTNERS, LLC
	 	 	 
	 	By:	s/ Kyle C. Shonak
	 	 	Kyle C. Shonak
	 	 	Senior Vice President


 


[Signature Page to Trademark Security Agreement]


 



    	 



    	 



    

 


SCHEDULE A


 


Trademarks and Trademark Applications





 


	Mark	
        SN or

Reg. No.
	Filed or

Issued Date	Owner
	
         

        FREDERICK’S
	
        Reg. No.

        (CA) 4368 Renewal No. 7565
	Issued 4/30/1976	Frederick's of Hollywood
	BOUDOIR CAFÉ	
        SN

        85/299,302
	Filed 4/19/2011	Frederick's of Hollywood
	CORSETINI	
        SN

        85/029,166
	Filed 5/3/2010	Frederick's of Hollywood
	
        F (Stylized)

        
	Reg. No. 3,532,435	Issued 11/11/2008	Frederick's of Hollywood
	
        F (Stylized)

        
	Reg. No. 3,076,474	Issued 4/4/2006	Frederick's of Hollywood
	FREDERICK’S	Reg. No. 1,055,867	Issued 1/11/1977	Frederick's of Hollywood


 



    	 



    	 



    

 


	FREDERICK’S	Reg. No. 1,058,525	Issued 2/8/1977	Frederick's of Hollywood
	FREDERICK’S	
        Reg. No. 1,052,485

         
	Issued 11/9/1976	Frederick's of Hollywood
	FREDERICK’S	Reg. No. 1,051,548	Issued 10/26/1976	Frederick's of Hollywood
	FREDERICK’S OF HOLLYWOOD	Reg. No. 1,674,329	Issued 2/4/1992	Frederick's of Hollywood
	
        FREDERICK’S OF HOLLYWOOD

        (Stylized)

         

        
	Reg. No. 3,405,857	Issued 4/1/2008	Frederick's of Hollywood
	
        FREDERICK’S OF HOLLYWOOD

        (Stylized)

         

        
	Reg. No. 2,932,489	Issued 3/15/2005	Frederick's of Hollywood
	FREDERICK’S OF HOLLYWOOD	Reg. No. 1,627,771	Issued 12/11/1990	Frederick's of Hollywood
	
        FREDERICKS.

        COM
	Reg. No. 2,403,596	Issued 11/14/2000	Frederick's of Hollywood
	
        GET CHEEKY & Design

         

        
	Reg. No. 3,416,487	Issued 4/29/2008	Frederick's of Hollywood


 



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        HOLLYWOOD ICON BY FREDERICK’S OF HOLLYWOOD

        

         
	Reg. No. 3,935,638	Issued 3/22/2011	Frederick's of Hollywood
	PREMIERE LINE BY FREDERICK’S OF HOLLYWOOD	Reg. No. 3,456,537	Issued 7/1/2008	Frederick's of Hollywood
	REAL SHAPES	Reg. No. 1,585,795	Issued 3/6/1990	Frederick's of Hollywood Group Inc.
	SEDUCTION BY FREDERICK’S OF HOLLYWOOD	Reg. No. 3,858,916	Issued 10/12/2010	Frederick's of Hollywood
	
        THE HOLLYWOOD EXXTREME CLEAVAGE & Design

        
	Reg. No. 3,164,722	Issued 10/31/2006	Frederick's of Hollywood
	THE ORIGINAL SEX SYMBOL	Reg. No. 3,156,626	Issued 10/17/2006	Frederick's of Hollywood




 






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