Security Agreement



 Exhibit 4.4 

Anything herein to the contrary notwithstanding, the liens and security interests granted pursuant to this agreement, the exercise of any right or remedy
with respect thereto, and certain of the rights of the holder hereof are subject to the provisions of the Intercreditor Agreement dated as of December 17, 2009, (as amended, restated, supplemented, or otherwise modified from time to time, the
“Intercreditor Agreement”), by and among Wells Fargo Foothill, LLC, as Senior ABL Agent, Wells Fargo Foothill, LLC, as Senior Term Loan Agent, and Deutsche Bank Trust Company Americas, as Junior Agent. In the event of any conflict
between the terms of the Intercreditor Agreement and this security agreement, the terms of the Intercreditor Agreement shall govern and control. 

SECURITY AGREEMENT 

This SECURITY AGREEMENT (this “Agreement”), dated as of December 17, 2009, among Grantors listed on the
signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each, individually,
a “Grantor”), and Deutsche Bank Trust Company Americas, in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent”). 

W I T N E S S E T H: 

WHEREAS, Connors Bros. Clover Leaf Seafoods Company, Bumble Bee Foods, LLC and Bumble Bee Capital Corp. (collectively, the
“Issuers”) are issuing $220,000,000 aggregate principal amount of 7.75% Senior Secured Notes due 2015 (together with any Additional Notes and Exchange Notes, the “Notes”) pursuant to the indenture (the
“Indenture”) dated as of December 17, 2009 among the Issuers, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (together with its successors in such capacity, the “Trustee”) on behalf of the
holders of the Notes (the “Noteholders”). 
 WHEREAS, from time to time after the date hereof, the
Issuers may, subject to the terms and conditions of the Indenture and the Security Documents, incur Permitted Additional Pari Passu Obligations (including Additional Notes issued under the Indenture), which are pari passu in right of payment to the
Notes and secured equally and ratably with the Notes. 
 WHEREAS, each Grantor has, pursuant to the Indenture, among
other things, unconditionally guaranteed the obligations of the Issuers under the Indenture and the Notes and may do so under the terms of Permitted Additional Pari Passu Obligations permitted to be incurred under the Indenture. 

WHEREAS, this Agreement is given by each Grantor in favor of the Agent for the benefit of the Secured Parties to secure the
payment and performance of all of the Secured Obligations. 
 WHEREAS, it is a condition to the issuance of the Notes
that each Grantor execute and deliver the applicable Security Documents required to be delivered on or prior to the Issue Date, including this Agreement. 

NOW, THEREFORE, for and in consideration of the recitals made above and other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Defined Terms. All
capitalized terms used herein (including in the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Indenture. Any terms used in this Agreement that are defined in the Code shall be construed and defined
as set forth in the Code unless otherwise defined herein or in the Indenture; provided, however, that to the extent that the Code is used to 







 
define any term herein and if such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern. In addition to those
terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings: 

(a) “Account” means an account (as that term is defined in Article 9 of the Code). 

(b) “Account Debtor” means an account debtor (as that term is defined in the Code). 

(c) “Activation Instruction” has the meaning specified therefor in Section 6(l). 

(d) “Additional Pari Passu Agent” shall mean any duly authorized representative of any holder of Permitted Additional
Pari Passu Obligations under any Additional Pari Passu Debt Documents designated as “Additional Pari Passu Agent” for such holder in an Additional Pari Passu Joinder Agreement delivered to the Agent. 

(e) “Additional Pari Passu Agreement” shall mean the indenture, credit agreement or other agreement under which any
Permitted Additional Pari Passu Obligations (other than Additional Notes) are incurred and any notes or other instruments representing such Permitted Additional Pari Passu Obligations. 

(f) “Additional Pari Passu Debt Documents” shall mean any document or instrument executed and delivered with respect to
any Permitted Additional Pari Passu Obligations. 
 (g) “Additional Pari Passu Joinder Agreement” shall mean an
agreement substantially in the form of Exhibit E. 
 (h) “Agent” has the meaning specified therefor in
the preamble to this Agreement. 
 (i) “Agent’s Lien” means the liens granted by the Grantors to the Agent
under the Security Documents. 
 (j) “Books” means books and records (including each Grantor’s Records
indicating, summarizing, or evidencing such Grantor’s assets (including the Collateral) or liabilities, each Grantor’s Records relating to such Grantor’s business operations or financial condition, and each Grantor’s goods or
General Intangibles related to such information). 
 (k) “Cage Tags” means the cage identification tags issued
annually to ocean quahog allocation owners by the National Marine Fisheries Service or its agent. 
 (l) “Cash
Equivalents” has the meaning specified therefor in the Indenture. 
 (m) “Chattel Paper” means chattel
paper (as that term is defined in the Code) and includes tangible chattel paper and electronic chattel paper. 
 (n)
“Clam Quotas” means the ocean quahog allocations issued by the U.S. Department of Commerce, National Oceanic Atmospheric Administration, whether permanent or temporary, and related Cage Tags, and any substitutions or replacements of
the foregoing. 
 (o) “Code” means the New York Uniform Commercial Code, as in effect from time to time;
provided, however, that in the event that, by reason of mandatory provisions of law, any or all of 
  

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the attachment, perfection, priority, or remedies with respect to Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other
than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or
remedies. 
 (p) “Collateral” has the meaning specified therefor in Section 2. 

(q) “Collections” means all cash, checks, notes, instruments, and other items of payment (including insurance
proceeds, cash proceeds of asset sales, rental proceeds, and tax refunds). 
 (r) “Commercial Tort Claims”
means commercial tort claims (as that term is defined in the Code), and includes those commercial tort claims listed on Schedule 1 attached hereto. 

(s) “Controlled Account” shall mean an Account identified in Section 4.24 of the Indenture to be subject to a
Controlled Account Agreement establishing the Agent’s Control with respect to such Account. 
 (t) “Controlled
Account Agreements” means those certain cash management agreements each of which is with a Grantor or one of its Subsidiaries, Agent, and one of the Controlled Account Banks. 

(u) “Controlled Account Bank” has the meaning specified therefor in Section 6(l). 

(v) “Copyrights” means any and all copyrights and copyright registrations, including, (i) the copyright
registrations and recordings thereof and all applications in connection therewith listed on Schedule 2 attached hereto and made a part hereof, (ii) all income, royalties, damages and payments now and hereafter due or payable under and
with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iii) the right to sue for past, present and future infringements thereof, and
(iv) all of each Grantor’s rights corresponding thereto throughout the world. 
 (w) “Copyright Security
Agreement” means each Copyright Security Agreement among Grantors, or any of them, and Agent, for the benefit of the Secured Parties, in substantially the form of Exhibit A attached hereto, pursuant to which Grantors have granted to Agent,
for the benefit of the Secured Parties, a security interest in all their respective Copyrights. 
 (x) “Deposit
Account” means a deposit account (as that term is defined in the Code). 
 (y) “Environmental Action”
means any written complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party
involving violations of Environmental Laws or releases of Hazardous Materials from (a) any Mortgaged Property, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials
generated by any Loan Party or any Subsidiary of a Loan Party on any Mortgaged Property. 
 (z) “Environmental
Law” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, permit, binding and enforceable guideline, binding and enforceable written policy, or rule of common law now or
hereafter in effect and in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on any Loan Party or any of
its Subsidiaries with respect to the Mortgaged Property, relating to the environment, the effect of the environment on employee health, or Hazardous Materials, in each case as amended from time to time. 

 

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 (aa) “Environmental Liabilities” means all liabilities, monetary
obligations, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility
studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action. 

(bb) “Equipment” means equipment (as that term is defined in the Code). 

(cc) “Event of Default” has the meaning specified therefor in the Indenture or any Additional Pari Passu Agreement.

 (dd) “First Lien Termination Date” means the date of the Discharge of the Senior Obligations (as defined in
the Intercreditor Agreement) other than in connection with a Refinancing (as defined in the Intercreditor Agreement) of the Senior Lien Obligations. 

(ee) “General Intangibles” means general intangibles (as that term is defined in the Code) and includes payment
intangibles, contract rights, rights to payment, rights arising under common law, statutes, or regulations, choses or things in action, goodwill (including the goodwill associated with any Trademark), Patents, Trademarks, Copyrights, URLs and domain
names, industrial designs, other industrial or Intellectual Property or rights therein or applications therefor, whether under license or otherwise, programs, programming materials, blueprints, drawings, purchase orders, customer lists, monies due
or recoverable from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, including Intellectual Property Licenses, infringement claims, computer programs, information contained on computer disks
or tapes, software, literature, reports, catalogs, pension plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refund claims, interests in a partnership or limited liability company which do not constitute a
security under Article 8 of the Code, and any other personal property other than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts, goods, Investment Related Property, Negotiable Collateral, and oil, gas, or other minerals
before extraction. 
 (ff) “Grantor” and “Grantors” have the respective meanings specified
therefor in the recitals to this Agreement. 
 (gg) “Guarantee” has the meaning specified therefor in the
Indenture. 
 (hh) “Hazardous Materials” means (a) substances that are defined or listed in, or otherwise
classified pursuant to, any applicable laws or regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or
classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum derived substances, natural gas, natural
gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any
radioactive materials, (d) asbestos in any form or electrical or hydraulic equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million, (e) any pathogen, toxin, or
other biological agent or condition, including but not limited to any fungus, mold, mycotoxin or microbial compound, whether dead or alive, and (f) any other substance, the storage, manufacture, disposal, treatment, generation, use,
transportation, remediation, release into or concentration in the environment of which is prohibited, controlled, regulated or licensed by any governmental authority under any Environmental Law. 

 

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 (ii) “Insolvency Proceeding” has the meaning specified therefor in the
Indenture. 
 (jj) “Intellectual Property” means any and all Intellectual Property Licenses, Patents,
Copyrights, Trademarks, the goodwill associated with such Trademarks, trade secrets and customer lists. 
 (kk)
“Intellectual Property Licenses” means rights under or interests in any Patent, Trademark, Copyright or other Intellectual Property, including software license agreements with any other party, whether the applicable Grantor is a
licensee or licensor under any such license agreement (but excluding any off-the-shelf software license agreement), including the license agreements listed on Schedule 3 attached hereto and made a part hereof, and the right to use the
foregoing in connection with the enforcement of the Secured Parties’s rights under the Security Documents, including the right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned by any Grantor and now or
hereafter covered by such licenses. 
 (ll) “Inventory” means inventory (as that term is defined in the Code).

 (mm) “Investment Related Property” means (i) any and all investment property (as that term is defined
in the Code), and (ii) any and all of the following (regardless of whether classified as investment property under the Code): all Pledged Interests, Pledged Operating Agreements, and Pledged Partnership Agreements. 

(nn) “Issuers” has the meaning specified therefor in the preamble to this Agreement. 

(oo) “Negotiable Collateral” means letters of credit, letter-of-credit rights, instruments, promissory notes, drafts and
documents (as that term is defined in the Code). 
 (pp) “Obligations” has the meaning specified therefor in
the Indenture. 
 (qq) “Patents” means patents and patent applications, including, (i) the patents and
patent applications listed on Schedule 4 attached hereto and made a part hereof, (ii) all reissues, reexaminations, divisionals, continuations, continuations-in-part, substitutions, extensions, or renewals thereof and improvements
thereon, (iii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past or future
infringements thereof, (iv) the right to sue for past, present and future infringements thereof, and (v) all of each Grantor’s rights corresponding thereto throughout the world. 

(rr) “Patent Security Agreement” means each Patent Security Agreement among Grantors, or any of them, and Agent, for the
benefit of the Secured Parties, in substantially the form of Exhibit B attached hereto, pursuant to which Grantors have granted to Agent, for the benefit of the Secured Parties, a security interest in all their respective Patents. 

(ss) “Permitted Collateral Liens” has the meaning specified therefor in the Indenture. 

(tt) “Person” has the meaning specified therefor in the Indenture. 

 

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 (uu) “Pledged Companies” means, each Person listed on Schedule 5
hereto as a “Pledged Company”, together with each other Person, all or a portion of whose Stock, is acquired or otherwise owned by a Grantor after the Closing Date. 

(vv) “Pledged Interests” means all of each Grantor’s right, title and interest in and to all of the Stock now or
hereafter owned by such Grantor, regardless of class or designation, including, in each of the Pledged Companies, and all substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, also including any
certificates representing the Stock, the right to receive any certificates representing any of the Stock, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and the right to receive all
dividends, distributions of income, profits, surplus, or other compensation by way of income or liquidating distributions, in cash or in kind, and all cash, instruments, and other property from time to time received, receivable, or otherwise
distributed in respect of or in addition to, in substitution of, on account of, or in exchange for any or all of the foregoing. 

(ww) “Pledged Interests Addendum” means a Pledged Interests Addendum substantially in the form of Exhibit C to this
Agreement. 
 (xx) “Pledged Operating Agreements” means all of each Grantor’s rights, powers, and remedies
under the limited liability company operating agreements of each of the Pledged Companies that are limited liability companies. 

(yy) “Pledged Partnership Agreements” means all of each Grantor’s rights, powers, and remedies under the
partnership agreements of each of the Pledged Companies that are partnerships. 
 (zz) “Proceeds” has the
meaning specified therefor in Section 2. 
 (aaa) “Real Property” means any estates or interests in
real property now owned in fee or hereafter acquired in fee by any Grantor or any Subsidiary of any Grantor and the improvements thereto, but, for the avoidance of doubt, excluding any leasehold or other similar interests under which the Grantor or
any Subsidiary uses or occupies real property but excluding (i) the Augusta, Georgia facility and any related real estate and (ii) the Grand Manan facility and any related real estate. 

(bbb) “Records” means information that is inscribed on a tangible medium or which is stored in an electronic or other
medium and is retrievable in perceivable form. 
 (ccc) “Remedial Action” means all actions taken to
(a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so
they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or
post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials authorized by Environmental Laws. 

(ddd) “Request for Surf Claim-Ocean Quahog Transfer” means a request to the U.S. Department of Commerce, National
Oceanic Atmospheric Administration or National Marine Fisheries Service to transfer Clam Quotas or Cage Tags, as applicable, between Persons. 

(eee) “Rescission” has the meaning specified therefor in Section 6(l). 

 

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 (fff) “Required Secured Debtholders” means, at any time, the holders of a
majority in aggregate outstanding principal amount of all Notes and Permitted Additional Pari Passu Obligations then outstanding (including any unfunded letters of credit or credit commitments which, if funded, would constitute outstanding Permitted
Additional Pari Passu Obligations), voting together as a single class; provided that, for this purpose, Notes and Permitted Additional Pari Passu Obligations registered in the name of, or beneficially owned by, the Issuers, any of the
Guarantors (as defined in the Indenture) or any of their Subsidiaries shall be deemed not to be outstanding. 
 (ggg)
“Secured Obligations” means, without duplication, each and all of the following: all of the present and future Obligations of Grantors arising from (A) this Agreement, (B) the Indenture, (C) the Notes, (D) the
Security Documents (including any Guarantee of the Secured Obligations), (E) any Additional Pari Passu Agreement and (F) the documentation relating to any other Permitted Additional Pari Passu Obligations; provided that no
obligations in respect of Permitted Additional Pari Passu Obligations (other than Additional Notes) shall constitute “Secured Obligations” unless the Additional Pari Passu Agent for the holders of such Permitted Additional Pari Passu
Obligations has executed an Additional Pari Passu Joinder Agreement in the form of Exhibit E hereto, including, in each case, all Obligations of Issuers, including reasonable, documented, out-of-pocket attorneys fees and expenses and any
interest, fees, or expenses that accrue after the filing of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any Insolvency Proceeding. 

(hhh) “Secured Parties” shall mean Agent, the Trustee, the Noteholders and the holders of the Permitted Additional Pari
Passu Obligations that constitute Secured Obligations. 
 (iii) “Securities Account” means a securities account
(as that term is defined in the Code). 
 (jjj) “Security Documents” shall mean, collectively, (i) this
Agreement; (ii) the Mortgages dated as of the date hereof or otherwise delivered in accordance with the provisions of the Indenture, (in each case, as amended restated, modified, supplemented, extended or replaced from time to time); the
General Security Agreement, dated as of December 17, 2009, by and between K.C.R. Fisheries Ltd, a New Brunswick unlimited liability company, and the Agent, (iv) the General Security Agreement, dated as of December 17, 2009, by and
between CBCLSC and the Agent, (v) the General Security Agreement, dated as of December 17, 2009, by and between Clover Leaf Holdings Company, a Nova Scotia unlimited liability company, and the Agent and (vi) the General Security
Agreement, dated as of December 17, 2009, by and between 6162410 Canada Limited, a Canadian federal corporation, and the Agent and (vii) all other security agreements, mortgages, deeds of trust, deeds to secure debt, pledges, collateral
assignments and other agreements or instruments evidencing or creating any security interest or Lien in favor of the Agent for the benefit of the Secured Parties on account of the Secured Obligations. 

(kkk) “Security Interest” has the meaning specified therefor in Section 2. 

(lll) “Senior Agents” shall have the meaning given to that term in the Intercreditor Agreement. 

(mmm) “Senior Credit Agreements” shall have the meaning given to it in the Intercreditor Agreement. 

(nnn) “Senior Lien Obligations” shall have the meaning given to that term in the Intercreditor Agreement. 

 

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 (ooo) “Senior Security Agreements” shall mean each of the Security
Agreements (as defined in each of the Senior Credit Agreements). 
 (ppp) “Stock” means all shares, options,
warrants, interests, participations, or other equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such term is defined in
Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act). 
 (qqq) “Supporting
Obligations” means supporting obligations (as such term is defined in the Code) and includes letters of credit and guaranties issued in support of Accounts, Chattel Paper, documents, General Intangibles, instruments or Investment Related
Property. 
 (rrr) “Trademarks” means any and all trademarks, trade names, registered trademarks, trademark
applications, service marks, registered service marks and service mark applications, including (i) the trade names, registered trademarks, trademark applications, registered service marks and service mark applications listed on Schedule
6 attached hereto and made a part hereof, (ii) all renewals thereof, (iii) all income, royalties, damages and payments now and hereafter due or payable under and with respect thereto, including payments under all licenses entered into
in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iv) the right to sue for past, present and future infringements and dilutions thereof, (v) the goodwill of each Grantor’s
business symbolized by the foregoing or connected therewith, and (vi) all of each Grantor’s rights corresponding thereto throughout the world. 

(sss) “Trademark Security Agreement” means each Trademark Security Agreement among Grantors, or any of them, and Agent,
for the benefit of the Secured Parties, in substantially the form of Exhibit D attached hereto, pursuant to which Grantors have granted to Agent, for the benefit of the Secured Parties, a security interest in all their respective Trademarks.

 (ttt) “URL” means “uniform resource locator,” an internet web address. 

2. Grant of Security. Each Grantor hereby unconditionally grants, assigns, and pledges to Agent, for the benefit of the Secured
Parties, to secure the Secured Obligations, a continuing security interest hereinafter referred to as the “Security Interest” in all personal property of such Grantor whether now owned or hereafter acquired or arising and wherever
located, including such Grantor’s right, title, and interest in and to the following, whether now owned or hereafter acquired or arising and wherever located (the “Collateral”): 

(a) all of such Grantor’s Accounts; 

(b) all of such Grantor’s Books; 

(c) all of such Grantor’s Chattel Paper; 

(d) all of such Grantor’s interest with respect to any Deposit Account; 

(e) all of such Grantor’s Equipment and fixtures; 

(f) all of such Grantor’s General Intangibles; 

(g) all of such Grantor’s Inventory; 
  

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 (h) all of such Grantor’s Investment Related Property; 

(i) all of such Grantor’s Negotiable Collateral; 

(j) all of such Grantor’s rights in respect of Supporting Obligations; 

(k) all of such Grantor’s interest with respect to any Commercial Tort Claims; 

(l) all of such Grantor’s money, Cash Equivalents, or other assets of each such Grantor that now or hereafter come into the
possession, custody, or control of Agent or any other member of the Secured Parties; 
 (m) all of the proceeds (as that term is
defined in the Code) and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or all of the foregoing, and any and all Accounts, Books, Chattel
Paper, Deposit Accounts, Equipment, General Intangibles, Inventory, Investment Related Property, Negotiable Collateral, Supporting Obligations, money, or other tangible or intangible property resulting from the sale, lease, license, exchange,
collection, or other disposition of any of the foregoing, whatever is collected on, or distributed on account of any of the foregoing, any and all rights arising out of the foregoing, the proceeds of any award in condemnation with respect to any of
the foregoing, any rebates or refunds, whether for taxes or otherwise, and all proceeds of any such proceeds, or any portion thereof or interest therein, and the proceeds thereof, claims arising out of the loss, non-conformity, or interference with
the use of, defects, or infringement of rights in, or damage to, any of the foregoing, and all proceeds of any loss of, damage to, or destruction of the above, whether insured or not insured, and, to the extent not otherwise included, any indemnity,
warranty, insurance, or guaranty payable by reason of loss or non-conformity of, defects or infringement of rights in, or damage to, or otherwise with respect to any of the foregoing (the “Proceeds”). Without limiting the generality
of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Related Property or proceeds are sold, exchanged, collected, or otherwise disposed of, whether such disposition is voluntary or involuntary,
and includes proceeds of any indemnity or guaranty payable to any Grantor or Agent from time to time with respect to any of the Investment Related Property. 

Notwithstanding anything contained in this Agreement to the contrary, the term “Collateral” shall not include (i) any
rights or interest in any contract, lease, permit, license, charter or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law
with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, charter or license agreement and such prohibition has not been waived or the consent
of the other party to such contract, lease, permit, license, charter or license agreement has not been obtained, (ii) any intent-to-use trademark or service mark application for which a statement of use has not been filed and accepted with the
United States Patent and Trademark Office if the grant of a Lien on or Security Interest in such intent-to-use trademark or service mark application would result in a cancellation or voiding of such intent-to-use trademark or service mark
application (provided that such trademark or service mark application shall be included in the term “Collateral” immediately upon filing of a verified statement of use with respect thereto with the United States Patent and Trademark
Office), (iii) any leasehold interest in Real Property, and (iv) any Deposit Account that is used exclusively for payroll, payroll taxes and other employee wage and benefit payments to or for the employees of the Grantors; provided,
however, that the exclusions in clause (i) shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law,
(B) to limit, impair, or otherwise adversely affect the Secured Parties’ continuing security interests in and liens upon any rights or interests of any Grantor in or to (x) monies due or to become due under any described

  

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contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds from the sale, license, lease, or other dispositions of any such contract, lease,
permit, license, charter, license agreement, or Stock, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest of lien notwithstanding the prohibition). 

To the extent necessary and for so long as is required for a Subsidiary not to be subject to any requirement pursuant to Rule 3-16 of
Regulation S-X under the Securities Act to file separate financial statements with the Commission (or any other governmental agency), the Stock of any Subsidiary of the Parent shall not be included in the Collateral with respect to the Notes so
affected and shall not be subject to the Liens securing such Notes or Permitted Additional Pari Passu Obligations. 

Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this
Agreement shall be a third priority lien on and security interest in Collateral and the exercise of any right or remedy by the Agent hereunder is subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the
terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control. Notwithstanding anything herein to the contrary, prior to the First Lien Termination Date, the requirements of this Agreement
to deliver Collateral and any certificates, Instruments or Documents in relation thereto to the Agent shall be deemed satisfied by delivery of such Collateral and such certificates, Instruments or Documents in relation thereto to a Senior Agent (as
bailee for the Agent). 
 3. Security for Obligations. The Security Interest created hereby secures the payment and
performance of the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts which constitute part of the Secured Obligations and would be owed
by Grantors, or any of them, to Agent, the Secured Parties, or any of them, but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor. 

4. Grantors Remain Liable. Anything herein to the contrary notwithstanding, (a) each of the Grantors shall remain liable
under the contracts and agreements included in the Collateral, including the Pledged Operating Agreements and the Pledged Partnership Agreements, to perform all of the duties and obligations thereunder to the same extent as if this Agreement had not
been executed, (b) the exercise by Agent or any other member of the Secured Parties of any of the rights hereunder shall not release any Grantor from any of its duties or obligations under such contracts and agreements included in the
Collateral, and (c) none of the members of the Secured Parties shall have any obligation or liability under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall any of the members of the Secured
Parties be obligated to perform any of the obligations or duties of any Grantors thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Until an Event of Default shall occur and be continuing, except as
otherwise provided in this Agreement, the Indenture, or other Security Documents, Grantors shall have the right to possession and enjoyment of the Collateral for the purpose of conducting the ordinary course of their respective businesses, including
without limitation the right to receive all cash dividend, distributions or other payments paid in respect of any Investment Related Property issued by a Subsidiary of a Grantor and held by a Grantor, subject to and upon the terms hereof and of the
Indenture and the other Security Documents. Without limiting the generality of the foregoing, it is the intention of the parties hereto that record and beneficial ownership of the Pledged Interests, including all voting, consensual, and dividend
rights, shall remain in the applicable Grantor until the occurrence and during the continuance of an Event of Default and until Agent notifies the applicable Grantor of Agent’s exercise of voting, consensual, or dividend rights with respect to
the Pledged Interests pursuant to Section 15 hereof. 
  

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 5. Representations and Warranties. Each Grantor hereby represents and warrants as
follows: 
 (a) The exact legal name of each of the Grantors is set forth on the signature pages of this Agreement or a written
notice provided to Agent pursuant to Section 6(o). 
 (b) Schedule 7 attached hereto sets forth all Real Property
owned by Grantors as of the Closing Date. 
 (c) As of the Closing Date, no Grantor has any interest in, or title to, any
registered Copyrights or pending applications for registration of Copyrights, Intellectual Property Licenses (other than non-exclusive licenses granted by such Grantor under co-pack agreements in the ordinary course of business) material to the
conduct of such Grantor’s business, registered Patents or pending applications for Patents, or registered Trademarks or applications for registration of Trademarks, except as set forth on Schedules 2, 3, 4, and
6, respectively, attached hereto. This Agreement is effective to create a valid and continuing Lien on all Copyrights, Intellectual Property Licenses, Patents and Trademarks (other than intent-to-use applications to which no verified
statement of use has been filed) owned by each Grantor, to the extent a valid security interest therein can be created under the Code and by the filing of the Copyright Security Agreement with the United States Copyright Office and filing of the
Patent Security Agreement and the Trademark Security Agreement with the United States Patent and Trademark Office. Upon filing of the Copyright Security Agreement with the United States Copyright Office and filing of the Patent Security Agreement
and the Trademark Security Agreement with the United States Patent and Trademark Office, and the filing of appropriate financing statements in the jurisdictions listed on Schedule 8 hereto, all action necessary or desirable to protect and
perfect the Security Interest in and to on each Grantor’s Patents, Trademarks, or Copyrights owned by each Grantor, to the extent perfection may be achieved in the United States by such filing, has been taken or will have been taken, and such
perfected Security Interest is enforceable as such as against any and all creditors of and purchasers from any Grantor, except as otherwise provided in the Code and subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium
or similar laws relating to or affecting the rights and remedies of creditors generally. No Grantor has any ownership interest in any Copyright that is necessary in connection with the operation of such Grantor’s business, except for those
Copyrights identified on Schedule 2 attached hereto which have been registered with the United States Copyright Office. 
 (d)
This Agreement creates a valid security interest in the Collateral of each of Grantors, to the extent a valid security interest therein can be created under the Code, securing the payment of the Secured Obligations. Except to the extent a security
interest in the Collateral cannot be perfected by the filing of a financing statement under the Code, all filings and other actions necessary to perfect and protect such security interest have been duly taken or will have been taken upon the filing
of financing statements listing each applicable Grantor, as a debtor, and Agent, as secured party, in the jurisdictions listed next to such Grantor’s name on Schedule 8 attached hereto. Upon the making of such filings, Agent shall have a
third priority (subject to Permitted Collateral Liens) perfected security interest in the Collateral of each Grantor to the extent such security interest can be perfected by the filing of a financing statement. All action by any Grantor necessary to
protect and perfect such security interest on each item of Collateral has been duly taken. 
 (e) Except for the Security
Interest created hereby, (i) each Grantor is and will at all times be the sole holder of record and the legal and beneficial owner, free and clear of all Liens other than Permitted Collateral Liens, of the Pledged Interests indicated on
Schedule 5 as being owned by such Grantor and, when acquired by such Grantor, any Pledged Interests acquired after the Closing Date except to the extent that such Pledged Interests are sold or otherwise disposed of as permitted by the terms
and conditions of the Indenture; (ii) all of the Pledged Interests that constitute the Stock owned by such Grantor 

 

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(other than Pledged Interests owned by such Grantor that are (x) limited liability companies or limited partnerships organized or formed under the laws of a jurisdiction within the United
States or (y) Nova Scotia unlimited companies) are duly authorized, validly issued, fully paid and nonassessable and the Pledged Interests constitute or will constitute the percentage of the issued and outstanding Stock of the Pledged Companies
of such Grantor identified on Schedule 5 hereto, as updated from time to time to reflect sales or dispositions of Pledged Interests permitted by Section 4.10 of the Indenture, and as supplemented or modified by any Pledged Interests
Addendum or any Supplement to this Agreement; (iii) such Grantor has the right and requisite authority to pledge, the Investment Related Property pledged by such Grantor to Agent as provided herein; (iv) all actions necessary to perfect,
establish the third priority (subject to Permitted Collateral Liens) of, or otherwise protect, Agent’s Liens in the Investment Related Property, and the proceeds thereof, have been duly taken, (A) upon the execution and delivery of this
Agreement; (B) upon the taking of possession by the applicable Senior Agent or the Agent in accordance with the Intercreditor Agreement of any certificates constituting the Pledged Interests, to the extent such Pledged Interests are represented
by certificates, together with undated powers endorsed in blank by the applicable Grantor; (C) upon the filing of financing statements in the applicable jurisdiction set forth on Schedule 8 attached hereto for such Grantor with respect to the
Pledged Interests of such Grantor that are not represented by certificates, and (D) with respect to any Securities Accounts, upon the delivery of Control Agreements with respect thereto (other than with respect to the pledge by Connors Bros.
Holdings L.P. and Clover Leaf Dutch Holdings, LLC of membership rights in Clover Leaf Seafood Cooperatief U.S., which pledge shall be effected within the time period set forth in Section 4.24 of the Indenture ; and (v) each Grantor has
delivered to and deposited with the applicable Senior Agent or the Agent in accordance with the Intercreditor Agreement (or, with respect to any Pledged Interests created or obtained after the Closing Date, will deliver and deposit in accordance
with Sections 6(a) and 8 hereof) all certificates representing the Pledged Interests owned by such Grantor to the extent such Pledged Interests are represented by certificates, and undated powers endorsed in blank with respect to such
certificates. None of the Pledged Interests owned or held by such Grantor has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may
be subject. 
 (f) No consent, approval, authorization, or other order or other action by, and no notice to or filing with, any
Governmental Authority or any other Person is required (i) for the grant of a Security Interest by such Grantor in and to the Collateral pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by such
Grantor, or (ii) for the exercise by Agent of the voting or other rights provided for in this Agreement with respect to the Investment Related Property or the remedies in respect of the Collateral pursuant to this Agreement, except (A) as
may be required in connection with such disposition of Investment Related Property by laws affecting the offering and sale of securities generally, (B) consents or approvals that have been already obtained as of the date hereof or the date on
which Security Interest are granted on any additional Collateral after the date hereof, as applicable, (C) the filings of financing statements and other filings necessary to perfect the security interests granted thereby, (D) consents,
approvals, notices or other action, the failure to obtain or make could not reasonably be expected to be material to the business of the Issuers and Guarantors taken as a whole and (E) pursuant to the Intercreditor Agreement. No Intellectual
Property License to which such Grantor is a party requires any consent for such Grantor to grant the security interest granted hereunder in such Grantor’s right, title or interest in or to any Copyrights, Patents, or Trademarks owned by Grantor
or material Intellectual Property Licenses. 
 6. Covenants. Each Grantor, jointly and severally, covenants and agrees
with Agent that from and after the date of this Agreement and until the date of termination of this Agreement in accordance with Section 22 hereof: 

(a) Possession of Collateral. In the event after the First Lien Termination Date that any Collateral, including proceeds, is
evidenced by or consists of Negotiable Collateral, certificated Investment Related Property, or Chattel Paper, and if and to the extent that perfection or priority of Agent’s Security Interest is dependent on or enhanced by possession, the
applicable Grantor, shall promptly (and in any event within 30 days of the acquisition thereof) endorse and deliver physical possession of such Negotiable Collateral, certificated Investment Related Property, or Chattel Paper to Agent, together with
undated powers endorsed in blank; provided that Grantors shall have no obligation to comply with this Section 6(a) until such Negotiable Collateral, Investment Related Property, or Chattel Paper in which Grantors have an interest exceeds
$25,000; 
  

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 (b) Chattel Paper. 

(i) Each Grantor after the First Lien Termination Date shall take all steps reasonably necessary to grant Agent control of all electronic
Chattel Paper in accordance with the Code and all “transferable records” as that term is defined in Section 16 of the Uniform Electronic Transaction Act and Section 201 of the federal Electronic Signatures in Global and National
Commerce Act as in effect in any relevant jurisdiction; provided that Grantors shall have no obligation to comply with this Section 6(b)(i) (x) until the aggregate value of electronic Chattel Paper in which Grantors have an interest
exceeds $25,000 and (y) if the First Lien Termination Date has not occurred and no Senior Agent has requested that such Grantor take similar actions with respect to the Senior Lien Obligations; 

(ii) If, after the First Lien Termination Date, any Grantor retains possession of any Chattel Paper or instruments (which retention of
possession shall be subject to the extent permitted hereby and by the Indenture), such Chattel Paper and instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the
Security Interest of Deutsche Bank Trust Company Americas, as Agent for the benefit of the Secured Parties” or a legend including such language but also including a similar disclosure regarding other Permitted Collateral Liens; provided
that Grantors shall have no obligation to comply with this Section 6(b)(ii) (x) until the aggregate value of Chattel Paper or instruments in which Grantors have an interest exceeds $25,000 and (y) if the First Lien Termination Date
has not occurred and no Senior Agent has requested that such similar legend with respect to the Senior Lien Obligations be placed on such Chattel Paper; 

(c) Control Agreements. 

(i) Except for (a) Deposit Accounts with an aggregate amount of not more than $500,000 at any one time for all such Deposit
Accounts, in the case of all the Grantors, (b) Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the employee of the Grantors and (c) Deposit Account with an
aggregate amount of not more than $750,000 (calculated at current exchange rates) at any one time for all such Deposit Accounts, in the case of all Subsidiaries that are not Grantors, each Grantor shall obtain an authenticated Control Agreement,
from each bank maintaining a Deposit Account for such Grantor; 
 (ii) Each Grantor shall obtain an authenticated Control
Agreement, from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for any Grantor; 

(iii) Each Grantor shall obtain an authenticated Control Agreement with respect to all of such Grantor’s electronic chattel paper,
investment property, and letter-of-credit rights; 
 (d) Letter-of-Credit Rights. Each Grantor that is or becomes the
beneficiary of a letter of credit shall promptly (and in any event within 2 Business Days after becoming a beneficiary), notify 

 

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Agent thereof and enter into a tri-party agreement with Agent and the issuer or confirming bank with respect to letter-of-credit rights assigning such letter-of-credit rights to Agent and
directing all payments thereunder to Agent’s Account; provided that no Grantor shall have any obligation to comply with this Section 6(d) if the First Lien Termination Date has not occurred and no Senior Agent has requested that
such Grantor enter into a similar agreement with respect to the Senior Lien Obligations; 
 (e) Commercial Tort Claims.
Each Grantor shall promptly (and in any event within 2 Business Days of receipt thereof), notify Agent in writing upon incurring or otherwise obtaining a Commercial Tort Claim after the date hereof involving a claim (individually or in the aggregate
with all other Commercial Tort Claims) in excess of $25,000 and with respect to any Security Document, promptly amend Schedule 1 to this Agreement to describe such after-acquired Commercial Tort Claim in a manner that reasonably identifies
such Commercial Tort Claim, and hereby authorizes the filing of additional financing statements or amendments to existing financing statements describing such Commercial Tort Claims, and agrees to do such other acts or things necessary or required
by law to give Agent a third priority (subject to Permitted Collateral Liens), perfected security interest in any such Commercial Tort Claim or do such acts or things performed for the Senior Agents pursuant to Section 6(e) of any of the Senior
Security Agreements but in a manner that will give Agent a third priority (subject to Permitted Collateral Liens) perfected security interest in any such Commercial Tort Claim; provided, however, (x) that Grantors shall not be
required to take any such actions to perfect Agent’s Lien on any Commercial Tort Claim involving a claim that is less than $25,000 and (y) no Grantor shall have any obligation to comply with this Section 6(e) if the First Lien
Termination Date has not occurred and no Senior Agent has requested that such Grantor take similar actions with respect to the Senior Lien Obligations; 

(f) Government Contracts. If any Account or Chattel Paper arises out of a contract or contracts with the United States of America
or any department, agency, or instrumentality thereof, Grantors shall promptly (and in any event within 5 Business Days of the creation thereof) notify Agent thereof in writing and execute any instruments or take any steps reasonably required by
Agent after the First Lien Termination Date in order that all moneys due or to become due under such contract or contracts shall be assigned to Agent, for the benefit of the Secured Parties, and shall provide written notice thereof under the
Assignment of Claims Act or other applicable law (or take any steps performed for the Senior Agents pursuant to Section 6(f) of the Senior Security Agreements but in a manner that will provide that such contract or contracts will be assigned to
Agent after the First Lien Termination Date, for the benefit of the Secured Parties); 
 (g) Intellectual Property.

 (i) In order to facilitate filings with the United States Patent and Trademark Office and the United States Copyright Office,
each Grantor shall execute and deliver to Agent one or more Copyright Security Agreements, Trademark Security Agreements, or Patent Security Agreements to further evidence Agent’s Lien on such Grantor’s Patents, Trademarks, or Copyrights;
provided that no Grantor shall have any obligation to comply with this Section 6(g)(i) if the First Lien Termination Date has not occurred and no Senior Agent has requested that such Grantor enter into a similar agreement with respect to
the Senior Lien Obligations; 
 (ii) Subject to the last sentence of this Section 6(g)(ii), each Grantor shall
(A) take such steps as it, in its reasonable business judgment, determines to be advisable to enforce and defend such Grantor’s owned Intellectual Property, which may include suing for infringement, misappropriation, or dilution of its
owned Intellectual Property, as applicable, and to recover any and all damages related to such infringement, misappropriation, or dilution, (B) to prosecute diligently any trademark application or service mark application that is part of the
Trademarks pending as of the date hereof or hereafter until the termination of this Agreement, (C) to prosecute diligently any patent application that is part 

 

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of the Patents pending as of the date hereof or hereafter until the termination of this Agreement, and (D) to take all reasonable action to preserve and maintain such Grantor’s owned
Trademarks, Patents and Copyrights, and its rights therein, including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings, as applicable.
Notwithstanding the foregoing, a Grantor may abandon or dedicate to the public, or decline to assert, defend or enforce Trademarks, Patents, or Copyrights owned by such Grantor that, in such Grantor’s reasonable business judgment, are not
material to the operation of such Grantor’s business, or have no significant economic value to such Grantor; 
 (iii)
Grantors acknowledge and agree that the Secured Parties shall have no duties with respect to the Trademarks, Patents, Copyrights, or Intellectual Property Licenses. Without limiting the generality of this Section 6(g), Grantors
acknowledge and agree that no member of the Secured Parties shall be under any obligation to take any steps necessary to preserve rights in the Trademarks, Patents, Copyrights, or Intellectual Property Licenses against any other Person, but any
member of the Secured Parties may do so at its option from and after the occurrence and during the continuance of an Event of Default, and all expenses incurred in connection therewith (including reasonable fees and expenses of attorneys and other
professionals) shall be for the sole account of Borrower; 
 (iv) In the event that any Grantor files an application for the
registration of any Copyright with the United States Copyright Office, or an application for the registration of any Patent or Trademark with the United States Patent and Trademark Office, Grantor shall concurrently with the quarterly and annual
reports required under Section 4.3 of the Indenture provide to Agent written notice of such filings. Grantor shall thereafter comply with the covenants set forth above in Section 6(g)(i) with respect to any such filings. 

(h) Investment Related Property. 

(i) If any Grantor shall receive or become entitled to receive any Pledged Interests after the Closing Date, it shall promptly (and in
any event within 5 Business Days of receipt thereof) deliver to Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests; 

(ii) All sums of money and property paid or distributed in respect of the Investment Related Property which are received by any Grantor
shall be held by the Grantors in trust for the benefit of the Senior Agents and the Agent if the First Lien Termination Date has not occurred and the Agent if the First Lien Termination Date has occurred segregated from such Grantor’s other
property, and after the First Lien Termination Date, such Grantor shall deliver it forthwith to Agent in the exact form received; provided, however, that, so long as no Event of Default has occurred and is continuing, the provisions of
this Section 6(h)(ii) shall not apply with respect to any payment or distribution of money or property (x) from any Subsidiary of a Grantor to such Grantor to the extent permitted under the Indenture so long as such money or property is
thereafter subject to the Security Interest or (y) from any Grantor or any Subsidiary of a Grantor to any Person, to the extent permitted pursuant to the terms and conditions of Section 4.7 of the Indenture; 

(iii) Each Grantor shall promptly deliver to Agent a copy of each notice or other communication received by it in respect of any Pledged
Interests; 
 (iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any
Pledged Interests, Pledged Operating Agreement, or Pledged Partnership Agreement that could reasonably be expected to be materially adverse to the interests of the Secured Parties, or enter into any agreement or permit to exist any restriction with
respect to any Pledged Interests other than pursuant to the Security Documents that could be reasonably be expected to be materially adverse to the interests of the Secured Parties; 

 

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 (v) Each Grantor agrees that it will use its commercially reasonable efforts to obtain all
necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Security Interest on the Investment Related Property or any sale or transfer thereof; provided, however, that if the First
Lien Termination Date has not occurred in no event shall any Grantor be required to take any action pursuant to this Section 6(h) that it is not required to take or does not take under the Senior Security Agreements; 

(vi) As to all limited liability company or partnership interests owned by such Grantor and issued under any Pledged Operating Agreement
or Pledged Partnership Agreement, each Grantor hereby represents, warrants and covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities
markets, (B) do not and will not constitute investment company securities required to be registered under the Investment Company Act of 1940, and (C) are not and will not be held by such Grantor in a securities account. In addition,
none of the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that
such Pledged Interests are securities governed by Article 8 of the Uniform Commercial Code as in effect in any relevant jurisdiction; 

(i) Real Property; Fixtures. Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property it
will promptly notify Agent of the acquisition of such Real Property within five (5) Business Days of such acquisition and grant to Agent, for the benefit of the Secured Parties, a third priority (subject to Permitted Collateral Liens) Mortgage
on such fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in connection with the grant of such Mortgage as required hereunder (except that, prior to the First Lien
Termination Date, in no event shall any Grantor be required to deliver any documentation or opinion that is not delivered to the Senior Agents), including title insurance policies, financing statements, fixture filings and environmental audits and
such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith; provided, that, notwithstanding the foregoing, such requirements with
respect to after-acquired Real Property shall not exceed the requirements set forth in the Indenture with respect to Real Property owned by a Grantor. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, and subject
to the rights of any applicable landlord or sublandlord, such landlord’s or sublandlord’s mortgage or other party having rights in the subject real property, all of the Collateral shall remain personal property regardless of the manner of
its attachment or affixation to real property; 
 (j) Transfers and Other Liens. Grantors shall not (i) sell, assign
(by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except expressly permitted by the Indenture, or (ii) create or permit to exist any Lien upon or with respect to any of the
Collateral of any of Grantors, except for Permitted Collateral Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly
permitted in the Indenture, this Agreement or the other Security Documents; 
 (k) Other Actions as to Any and All
Collateral. Each Grantor shall promptly (and in any event within 5 Business Days of acquiring or obtaining such Collateral) notify Agent in writing upon (i) acquiring or otherwise obtaining any Collateral after the date hereof consisting of
Trademarks, Patents, Copyrights, Intellectual Property Licenses, Investment Related Property, Chattel Paper (electronic, tangible or otherwise) evidencing obligations in excess of $25,000, documents (as defined in Article 9 of the

  

 16 








 
Code) in an amount in excess of $25,000, promissory notes (as defined in the Code) (other than with respect to intercompany notes) in a face amount in excess of $25,000, or instruments (as
defined in the Code) in an amount in excess of $25,000, or (ii) any amount payable in excess of $25,000 under or in connection with any of the Collateral being or becoming evidenced after the date hereof by any Chattel Paper, documents,
promissory notes, or instruments and, in each such case upon the request of a Senior Agent with respect to any Security Documents, promptly execute such other documents, or if applicable, deliver such Chattel Paper, other documents or certificates
evidencing any Investment Related Property to the applicable Senior Agent or the Agent in accordance with the Intercreditor Agreement and do such other acts or things necessary or required by law to protect Agent’s Security Interest therein;

 (l) Controlled Accounts. 

(i) [Reserved]. 

(ii) Each Controlled Account Bank shall establish and maintain Controlled Account Agreements with Agent and the applicable Grantor. Each
such Controlled Account Agreement shall provide, among other things, that (a) the Controlled Account Bank (in its capacity as depositary institution) will comply with any instructions originated by Agent after the First Lien Termination Date
directing the disposition of the funds in such Controlled Account without further consent by the applicable Grantor; (b) the Controlled Account Bank (in its capacity as a depositary institution) has no rights of setoff or recoupment or any
other claim against the applicable Controlled Account other than for payment of its service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment; and (c) upon
the instruction of the Agent, after the First Lien Termination Date (an “Activation Instruction”), the Controlled Account Bank will forward by daily sweep all amounts in the applicable Controlled Account to the Agent’s Account.
Agent agrees not to issue an Activation Instruction with respect to the Controlled Accounts unless it has received written notification that an Event of Default has occurred and is continuing at the time such Activation Instruction is issued. Agent
agrees to use commercially reasonable efforts to rescind any Activation Instruction previously issued (the “Rescission”) if: (x) the Event of Default upon which such Activation Instruction was issued has been waived in writing
in accordance with the terms of this Agreement or the Indenture, (y) no additional Event of Default has occurred and is continuing prior to the date of the Rescission or is reasonably expected to occur on or immediately after the date of the
Rescission and (z) the First Lien Termination Date has not occurred. 
 (iii) So long as no Default or Event of Default
has occurred and is continuing, Issuers may amend Schedule 6(l) to add or replace a Controlled Account Bank or Controlled Account; provided, however, that prior to the time of the opening of such Controlled Account, the
applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to Agent a Controlled Account Agreement; and 

(m) Motor Vehicles. With respect to each motor vehicle with a value in excess of $25,000 owned by any Grantor, Grantor shall
deliver to the applicable Senior Agent or the Agent in accordance with the Intercreditor Agreement, a certificate of title for each such motor vehicle and shall cause a title certificate to be filed (with the Agent’s Lien noted thereon) in the
appropriate state motor vehicle filing office; provided, however, that Grantors shall not be required to take any such actions to perfect Agent’s Lien on any motor vehicle with a value that is less than $25,000 or with respect to
any vehicle for which the Senior Agents’ Lien is not noted on the title certificate pertaining to such vehicle. 
 (n)
Vessels. It being acknowledged and agreed that Grantors shall not be required to take any actions to perfect Agent’s Lien on any vessel with a value that is less than $25,000. 

 

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 (o) Change Name. No Grantor will change such Grantor’s name, organizational
and/or incorporation identification number or jurisdiction of organization or incorporation except in the event such Grantor provides at least 10 days prior written notice to Agent of such change and takes all actions necessary to maintain
perfection and priority of the security interests created hereunder at all times following such change. 
 Notwithstanding anything herein to
the contrary, in the event any of the covenants set forth herein (other than with respect to any UCC filings and intellectual property filings) can not be satisfied due to the Agent’s inability or unwillingness to sign any of the requested
documents or deliver any property, after the Grantors have used commercially reasonable efforts to have such documents executed by the Agent, such covenant shall be deemed satisfied. 

7. Reconveyance of Clam Quotas and Cage Tags. Upon written notification from the Noteholders that all Secured Obligations (other
than unasserted contingent indemnity and expense reimbursement obligations) have been paid in full, the Agent shall execute and deliver to Issuers or their designees an original Request for Surf Claim-Ocean Quahog Transfer (in the form provided by
the Issuers) to transfer permanently back to Issuers or their designee all Clam Quotas and Cage Tags, if any, then held by Agent. 

8. Relation to Other Security Documents. The provisions of this Agreement shall be read and construed with the other Security
Documents referred to below in the manner so indicated. 
 (a) Patent, Trademark, Copyright Security Agreements. The
provisions of the Copyright Security Agreements, Trademark Security Agreements, and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements, Trademark Security
Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of Agent hereunder. 
 9. Further
Assurances. 
 (a) Subject to the terms of the Intercreditor Agreement, each Grantor agrees that from time to time, at its
own expense, such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that Agent may reasonably request, in order to perfect and protect the Security Interest and
liens granted or purported to be granted hereby or by the other Security Documents or to enable Agent to exercise and enforce its rights and remedies hereunder or under the other Security Documents with respect to any of the Collateral. For the
avoidance of doubt, it is the Grantors primary responsibility to use their commercially reasonable efforts to establish, maintain and preserve the perfection of the Security Interests or Mortgaged Property. 

(b) Each Grantor authorizes the filing by Agent of financing or continuation statements, or amendments thereto, and such Grantor will
execute and deliver to Agent such other instruments or notices, as may be necessary or as Agent may reasonably request, in order to perfect and preserve the Security Interest granted or purported to be granted hereby. For the avoidance of doubt, it
is the Grantors primary responsibility to use their commercially reasonable efforts to establish, maintain and preserve the perfection of the Security Interests. 

(c) Each Grantor authorizes Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing
statements and amendments (i) describing the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar effect, (ii) describing the Collateral as being of equal or lesser scope or with
greater detail, or (iii) that contain any information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance. 
  

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 (d) Each Grantor acknowledges that it is not authorized to file any financing statement or
amendment or termination statement with respect to any financing statement filed in connection with this Agreement without the prior written consent of Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the Code.

 (e) Each Grantor agrees that, in the event any Grantor takes any action to grant or perfect a Security Interest in favor of a
Senior Agent in any assets, such Grantor shall also use commercially reasonable efforts to take such action to grant or perfect a Security Interest in favor of the Agent to secure the Secured Obligations. 

(f) It is the Grantors’ primary responsibility to use their commercially reasonable efforts to establish, maintain and preserve the
perfection of the Security Interests. 
 10. Agent’s Right to Perform Contracts, Exercise Rights, etc. Subject to
the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Agent (or its designee) (a) may (but shall not be obligated to) proceed to perform any and all of the obligations of any Grantor contained in
any contract, lease, or other agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could, (b) shall have the right to use any Grantor’s rights under Intellectual Property Licenses in
connection with the enforcement of the Agent’s rights hereunder, including the right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned by any Grantor and now or hereafter covered by such licenses, and
(c) shall have the right to request that any Stock that is pledged hereunder be registered in the name of Agent or any of its nominees. 

11. Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints Agent its attorney-in-fact, with full authority in
the place and stead of such Grantor and in the name of such Grantor or otherwise, at such time as an Event of Default has occurred and is continuing under the Indenture, to take any action and to execute any instrument required by law to accomplish
the purposes of this Agreement, including (but subject to the Intercreditor Agreement and the occurrence of the First Lien Termination Date): 

(a) to ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due
under or in connection with the Accounts or any other Collateral of such Grantor; 
 (b) to receive and open all mail addressed
to such Grantor and to notify postal authorities to change the address for the delivery of mail to such Grantor to that of Agent; 

(c) to receive, indorse, and collect any drafts or other instruments, documents, Negotiable Collateral or Chattel Paper; 

(d) to file any claims or take any action or institute any proceedings which Agent may deem necessary or desirable for the collection of
any of the Collateral of such Grantor or otherwise to enforce the rights of Agent with respect to any of the Collateral; 
 (e)
to repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any Account of such Grantor; 

(f) to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or other
industrial or intellectual property rights, in advertising for sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Negotiable Collateral of such Grantor; and 

 

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 (g) Agent on behalf of the Secured Parties shall have the right, but shall not be obligated,
to bring suit in its own name to enforce the Trademarks, Patents, Copyrights and Intellectual Property Licenses and, if Agent shall commence any such suit, the appropriate Grantor shall, at the request of Agent, do any and all lawful acts and
execute any and all proper documents reasonably required by Agent in aid of such enforcement. 
 To the extent permitted by law,
each Grantor hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable until this Agreement is terminated. 

12. Agent May Perform. Subject to the Intercreditor Agreement, if any of Grantors fails to perform any agreement contained herein,
Agent (or its designees or agents) may (but shall be under no obligation to) itself perform, or cause performance of, such agreement, and the reasonable, documented, out-of-pocket expenses of Agent incurred in connection therewith shall be payable,
jointly and severally, by Grantors. 
 13. Agent’s Duties. The powers conferred on Agent hereunder are solely to
protect Agent’s interest in the Collateral, for the benefit of the Secured Parties, and shall not impose any duty upon Agent to exercise any such powers. Except for the safe custody of any Collateral in its actual possession and the accounting
for moneys actually received by it hereunder, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Agent shall be deemed
to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property. 

14. Collection of Accounts, General Intangibles and Negotiable Collateral. At any time upon the occurrence and during the
continuation of an Event of Default after the First Lien Termination Date and subject to the Intercreditor Agreement, Agent or Agent’s designee may (a) notify Account Debtors of any Grantor that the Accounts, General Intangibles, Chattel
Paper or Negotiable Collateral have been assigned to Agent, for the benefit of the Secured Parties, or that Agent has a security interest therein, and (b) collect the Accounts, General Intangibles and Negotiable Collateral directly, and any
collection costs and expenses shall constitute part of such Grantor’s Secured Obligations under the Security Documents. 

15. Disposition of Pledged Interests by Agent. None of the Pledged Interests existing as of the date of this Agreement are
registered or qualified under the various federal or state securities laws of the United States and disposition thereof after the First Lien Termination Date and an Event of Default has occurred and is continuing may be restricted to one or more
private (instead of public) sales in view of the lack of such registration (any Pledged Interests of a Subsidiary or otherwise that are not registered or qualified under various federal or state securities laws of the United States are referred to
herein as the “Private Pledged Interests”). Each Grantor understands that in connection with such disposition, Agent may approach only a restricted number of potential purchasers and further understands that a sale under such circumstances
may yield a lower price for the Pledged Interests than if the Pledged Interests were registered and qualified pursuant to federal and state securities laws and sold on the open market. Each Grantor, therefore, agrees that: (a) if Agent shall,
pursuant to the terms of this Agreement, sell or cause the Pledged Interests or any portion thereof to be sold at a private sale, Agent shall have the right to rely upon the advice and opinion of any nationally recognized brokerage or investment
firm (but shall not be obligated to seek such advice and the failure to do so shall not be considered in determining the commercial reasonableness of such action) as to the best manner in which to offer the Private Pledged Interests or any portion
thereof for sale and as to the best price reasonably obtainable at the private sale thereof; and (b) such reliance shall be conclusive evidence that Agent has handled the disposition in a commercially reasonable manner and the Agent shall incur
no liability in connection with such sale (other than as a result of its gross negligence or willful misconduct). 
  

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 16. Voting Rights. 

(a) Upon the occurrence and during the continuation of an Event of Default and after the First Lien Termination Date, (i) Agent may,
at its option, and with 2 Business Days prior notice to any Grantor, and in addition to all rights and remedies available to Agent under any other agreement, at law, in equity, or otherwise, exercise all voting rights, and all other ownership or
consensual rights in respect of the Pledged Interests owned by such Grantor, but under no circumstances is Agent obligated by the terms of this Agreement to exercise such rights, and (ii) if Agent duly exercises its right to vote any of such
Pledged Interests, each Grantor hereby appoints Agent, such Grantor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Interests in any manner Agent deems advisable for or against all matters submitted or which may be
submitted to a vote of shareholders, partners or members, as the case may be. The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable. 

(b) For so long as any Grantor shall have the right to vote the Pledged Interests owned by it, such Grantor covenants and agrees that it
will not, without the prior written consent of Agent, vote or take any consensual action with respect to such Pledged Interests which would materially adversely affect the rights of Agent and the other members of the Secured Parties or the value of
the Pledged Interests. 
 17. Remedies. 

(a) Upon the occurrence and during the continuance of an Event of Default, Agent may, and, at the written instruction of the Required
Secured Debtholders, shall exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Security Documents, or otherwise available to it, all the rights and remedies of a secured party on default
under the Code or any other applicable law. Without limiting the generality of the foregoing, each Grantor expressly agrees that, in any such event, Agent without demand of performance or other demand, advertisement or notice of any kind (except a
notice specified below of time and place of public or private sale) to or upon any of Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code or
any other applicable law), may take immediate possession of all or any portion of the Collateral and (i) require Grantors to, and each Grantor hereby agrees that it will at its own expense and upon request of Agent acting pursuant to the
Secured Parties written instructions, assemble all or part of the Collateral as directed by Agent acting pursuant to the Secured Parties written instructions and make it available to Agent at one or more locations where such Grantor regularly
maintains Inventory, and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Agent’s offices or elsewhere, for cash, on credit, and upon such
other terms as Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least 10 days notice to any of Grantors of the time and place of any public sale or the time after which any
private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the Code. Agent shall
not be obligated to make any sale of Collateral regardless of notice of sale having been given. Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so adjourned. 
 (b) Upon the occurrence and during the continuance of an
Event of Default, for the purpose of enabling Agent to exercise its rights and remedies under this Agreement, each Grantor hereby 

 

 21 








 
grants to Agent (or its designees or agents) a license to use, without liability for royalties or any other charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name,
trade secrets, trade names, Trademarks, service marks and advertising matter, URLs, domain names, industrial designs, other industrial or intellectual property or any property of a similar nature, whether owned by any of Grantors or with respect to
which any of Grantors have rights under license, sublicense, or other agreements (if so permitted under such license, sublicense, or other agreements), as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any
Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of Agent. 

(c) Upon the occurrence and during the continuance of an Event of Default, Agent may, in addition to other rights and remedies provided
for herein, in the other Security Documents, or otherwise available to it under applicable law and without the requirement of notice to or upon any of Grantors or any other Person (which notice is hereby expressly waived to the maximum extent
permitted by the Code or any other applicable law), (i) with respect to any of Grantors’ Deposit Accounts in which Agent’s Liens are perfected by control under Section 9-104 of the Code, instruct the bank maintaining such Deposit
Account for the applicable Grantor to pay the balance of such Deposit Account to or for the benefit of Agent, and (ii) with respect to any of Grantors’ Securities Accounts in which the Agent’s Liens are perfected by control under
Section 9-106 of the Code, instruct the securities intermediary maintaining such Securities Account for the applicable Grantor to (A) transfer any cash in such Securities Account to or for the benefit of Agent, or (B) liquidate any
financial assets in such Securities Account that are customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of Agent. 

(d) (i) Upon the occurrence and during the continuance of an Event of Default, any cash held by Agent as Collateral and all cash proceeds
received by Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral or Real Property subject to a Mortgage shall be applied against the Secured Obligations as follows: 

First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses, taxes and other
amounts (including fees, charges and disbursements of counsel to the Agent) payable to the Agent, the Trustee and each Additional Pari Passu Agent in their respective capacities as such; 

Second, to payment of that portion of the Secured Obligations constituting fees, indemnities, principal, interest and
other amounts payable to the Secured Parties (without priority of any one over any other) in proportion to the unpaid amounts of Secured Obligations with such proceeds applied (i) as among the holders of the Notes, as set forth in the Indenture
and (ii) as among the among the holders of Permitted Additional Pari Passu Obligations, as set forth in the applicable Additional Pari Passu Debt Documents; and 

Last, the balance, if any, after all of the Secured Obligations have been paid in full (other than contingent
indemnification obligations), to the Issuers or as otherwise required by Law. 
 In the event the proceeds of Collateral are insufficient to
satisfy all of the Secured Obligations in full, each Grantor shall remain jointly and severally liable for any such deficiency. 

(ii) In making the determination and allocations required by this Section 17(d), the Agent may conclusively rely upon information
supplied by (i) the Trustee as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Obligations (as defined in the Indenture) and (ii) the applicable Additional Pari Passu Agent as to the
amounts of unpaid principal and interest and other amounts outstanding with respect to such Permitted Additional Pari Passu Obligations and the Agent shall have no liability to any of the Secured Parties for actions taken in reliance on

  

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such information (other than as a result of the Agent’s gross negligence or willful misconduct); provided that nothing in this sentence shall prevent any Grantor from contesting any
amounts claimed by any Secured Party in any information so supplied. All distributions made by the Agent pursuant to this Section 17(d) shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and
the Agent shall have no duty to inquire as to the application by an Additional Pari Passu Agent of any amounts distributed to such Person. 

(iii) If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its
portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or other recovery in trust for the benefit of all Secured Parties hereunder for
distribution in accordance with this Section 17(d). 
 (e) Agent shall have the right to the appointment of a receiver for
the properties and assets of each of Grantors, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantors may have thereto or the right to have a bond or other security posted by Agent.

 18. Remedies Cumulative. Each right, power, and remedy of Agent as provided for in this Agreement or in the other
Security Documents or now or hereafter existing at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Agreement or in the other Security
Documents or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Agent, of any one or more of such rights, powers, or remedies shall not preclude the simultaneous or later
exercise by Agent of any or all such other rights, powers, or remedies. 
 19. Marshaling. Agent shall not be required to
marshal any present or future collateral security (including but not limited to the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in
any particular order, and all of its rights and remedies hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the
extent that it lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of Agent’s rights and remedies under this Agreement or under
any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent
that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws. 
 20. Indemnity and
Expenses. 
 (a) Each Grantor agrees to indemnify Agent and the other members of the Secured Parties from and against all
claims, lawsuits and liabilities (including reasonable attorneys fees but excluding allocated costs of internal counsel) arising out of or resulting from this Agreement (including enforcement of this Agreement) or any other Security Document to
which such Grantor is a party, except claims, losses or liabilities resulting from the gross negligence or willful misconduct of the party seeking indemnification as determined by a final non-appealable order of a court of competent jurisdiction.
This provision shall survive the termination of this Agreement and the Indenture, the repayment of the Secured Obligations and the resignation or removal of the Agent. 

(b) Grantors, jointly and severally, shall, upon demand, pay to Agent all reasonable costs and expenses (including reasonable attorneys,
accountants, consultants, and other advisors fees and 
  

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expenses) which Agent may incur in connection with (i) the administration of this Agreement or any other Security Document, (ii) the custody, preservation, use or operation of, or, upon
an Event of Default, the sale of, collection from, or other realization upon, any of the Collateral or Mortgaged Property in accordance with this Agreement and the other Security Documents, (iii) the exercise or enforcement of any of the rights
of Agent hereunder or any other Security Document or (iv) the failure by any of Grantors to perform or observe any of the provisions hereof or any other Security Document. 

(c) Each Grantor agrees to indemnify the Agent from and against any and all claims, demands, suits, actions, investigations, proceedings,
liabilities, fines, costs, penalties, and damages, and all reasonable and documented out of pocket fees and disbursements of attorneys (other than the allocated costs of internal counsel) in connection with or arising out of any presence or release
of Hazardous Materials at, on, under, to or from any Mortgaged Property or any Environmental Actions, Environmental Liabilities and costs or Remedial Actions related in any way to any such Mortgaged Property, excluding any such claims, lawsuits or
liabilities to the extent resulting from Hazardous Materials first brought on to or released at the Mortgaged Property, or violations of applicable environmental laws, rules, or regulations by Agent, after foreclosure by the Agent under the Security
Documents or that resulted from the gross negligence or willful misconduct of an indemnified party. 
 21. Merger,
Amendments; Etc. THIS AGREEMENT, TOGETHER WITH THE INDENTURE AND THE OTHER SECURITY DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES. No waiver of any provision of this Agreement, and no consent to any departure by any of Grantors herefrom, shall in any event be effective unless the same shall be in writing and
signed by Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No amendment of any provision of this Agreement shall be effective unless the same shall be in writing
and signed by Agent and each of Grantors to which such amendment applies with the consent, if any, of the Secured Parties required by the Indenture and any Additional Pari Passu Agreement; provided that in the event of an amendment of any
provision of any of the Senior Security Agreements, the corresponding provision of this Agreement shall automatically be amended, without the consent of the Agent, on identical or substantially similar terms to such amendment, except for amendments
releasing Liens on all or substantially all of the Collateral. 
 22. Addresses for Notices. All notices and other
communications provided for hereunder shall be given in the form and manner and delivered to Agent at its address specified in the Indenture, and to any of the Grantors at their respective addresses specified in the Indenture or Guarantee, as
applicable, to any Additional Pari Passu Agent, at its address specified in the Additional Pari Passu Joinder Agreement or, as to any party, at such other address as shall be designated by such party in a written notice to the other party.

 23. Continuing Security Interest. This Agreement shall create a continuing security interest in the Collateral and
shall (a) remain in full force and effect until the Obligations (other than contingent indemnification obligations) have been paid in full in cash in accordance with the provisions of the Indenture, (b) be binding upon each of Grantors,
and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Agent, and its successors, transferees and assigns. Upon (i) payment in full in cash of the Obligations (other than contingent
indemnification obligations) in accordance with the provisions of the Indenture, (ii) sale or disposition of property if a release is required or desirable in connection therewith and if Issuers certify in writing to Agent that the sale or
disposition is permitted under Section 4.10 of the Indenture or the other Security Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) determination that property in which the Grantors and

  

 24 








 
their respective Subsidiaries owned no interest at the time the Agent’s Lien was granted nor at any time thereafter, or (iv) expiration or termination of a lease of property in a
transaction permitted under the Indenture, the Security Interest granted hereby shall terminate with respect to the applicable Collateral and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such time,
Agent will, subject to the terms and provisions of the Indenture, execute and deliver to the applicable Grantor such documents (as provided by such Grantor) including the filing of UCC termination statements, lien releases, mortgage releases,
re-assignments of trademarks, reassignment of Clam Quotas to the Issuers, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form), as are necessary or desirable to such Grantor to
release, as of record, any and all Liens and all notices of security interests and liens previously filed by Agent with respect to such Collateral. Except as provided in the immediately preceding sentence, no transfer or renewal, extension,
assignment, or termination of this Agreement or of the Indenture, any other Security Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any additional Notes or any Additional Pari Passu Obligations, nor
the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Secured Parties, or any of them, shall release any of Grantors from any obligation, except a release or
discharge executed in writing by Agent in accordance with the provisions of the Indenture. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing
and signed by Agent and then only to the extent therein set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other
occasion. 
 24. Governing Law. 

THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH
RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER SECURITY DOCUMENTS SHALL BE
TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR
OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. AGENT AND EACH GRANTOR HEREBY WAIVE, TO THE EXTENT PERMITTED
UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 23(b). 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENT AND EACH GRANTOR HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER SECURITY DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY
CLAIMS. AGENT AND EACH GRANTOR REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND 
  

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EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT. 
 25. New Subsidiaries. Pursuant to Section 4.17 of the Indenture, and/or any
provision of an Additional Pari Passu Agreement any new direct or indirect Subsidiary (whether by acquisition or creation) of Grantor (other than a Grantor that is a Foreign Subsidiary) is required to enter into this Agreement by executing and
delivering in favor of Agent a supplement to this Agreement in the form of Annex 1 attached hereto. Upon the execution and delivery of Annex 1 by such new Subsidiary, such Subsidiary shall become a Grantor hereunder with the same force
and effect as if originally named as a Grantor herein. The execution and delivery of any instrument adding an additional Grantor as a party to this Agreement shall not require the consent of any Grantor hereunder. The rights and obligations of each
Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor hereunder. 
 26.
Permitted Additional Pari Passu Obligations. On or after the Issue Date, the Issuers may from time to time designate additional obligations as Permitted Additional Pari Passu Obligations by delivering to the Agent, the Trustee and each
Additional Pari Passu Agent (a) a certificate signed by the chief financial officer of any Issuer (i) identifying the obligations so designated and the aggregate principal amount or face amount thereof, stating that such obligations are
designated as “Permitted Additional Pari Passu Obligations” for purposes hereof, (ii) representing that such designation of such obligations complies with the terms of the Indenture and each then extant Additional Pari Passu
Agreement, (iii) specifying the name and address of the Additional Pari Passu Agent for such obligations (if other than the Trustee) and (iv) stating that the Grantors have complied with their obligations under Section 6;
(b) except in the case of Additional Notes, a fully executed Additional Pari Passu Joinder Agreement (in the form attached as Exhibit B); and (c) an Opinion of Counsel to the effect that the designation of such obligations as
“Permitted Additional Pari Passu Obligations” does not violate the terms of the Indenture and each then extant Additional Pari Passu Agreement (upon which the Agent may conclusively and exclusively rely). 

27. Agent. Each reference herein to any right granted to, benefit conferred upon or power exercisable by the “Agent”
shall be a reference to Agent, for the benefit of the Secured Parties. 
 28. Intercreditor Matters. By accepting the
benefits of this Agreement and the other Security Documents, each Secured Party agrees that it is bound by the terms of the Intercreditor Agreement applicable to such Secured Party. 

29. Release of Liens. (a) Liens securing the Notes shall be released as provided in the Indenture and Liens securing the
Permitted Additional Parri Passu Obligations shall be released as provided in the Additional Pari Passu Agreement governing such obligations. Liens securing the Notes and Liens securing the Permitted Additional Parri Passu Obligations shall be
automatically and without the need for any further action be released: 
 (i) in whole or in part, as applicable, as to all or
any portion of property subject to such Liens which has been taken by eminent domain, condemnation or other similar circumstances; 

(ii) in whole upon: 

(1) satisfaction and discharge of the Indenture under Section 8.2(b) thereof; or 

 

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 (2) a defeasance or covenant defeasance of the Indenture under Article VIII thereof;

 (iii) in part, as to any property that (i) is sold, transferred or otherwise disposed of by an Issuer or any Guarantor
(other than to an Issuer or another Guarantor) in a transaction not prohibited by the Indenture at the time of such transfer or disposition or (ii) is owned or at any time acquired by a Guarantor that has been released from its Note Guarantee
(as defined in the Indenture), concurrently with the release of such Note Guarantee; 
 (iv) in whole or in part, in accordance
with the applicable provisions of the Intercreditor Agreement to the extent that the holders of the first and second priority release their first and second priority Liens (including with respect to dispositions of Collateral), other than in
connection with a discharge of first and second priority obligations. 
 (b) In the event that any Lien is to be released
pursuant to this Section 29, and any Grantor requests that the Agent furnish a written disclaimer, release or quitclaim of any interest in such property under the Security Documents, upon receipt of an officer’s certificate and an opinion
of counsel to the effect that such release complies with this Section 29 and specifying the provision in Section 29(a) pursuant to which such release is being made (upon which the Agent may exclusively and conclusively rely), the Agent
shall execute, acknowledge and deliver to such Grantor such an instrument in the form provided by such Grantor, and providing for release without recourse and shall take such other action as such Grantor may reasonably request and is necessary to
effect such release. 
 30. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the
USA Patriot Act, Deutsche Bank Trust Company Americas, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or
legal entity that establishes a relationship or opens an account. The parties to this Agreement agree that they will provide Deutsche Bank Trust Company Americas with such information as it may request in order for Deutsche Bank Trust Company
Americas to satisfy the requirements of the USA Patriot Act. 
 31. Force Majeure. The Agent shall not incur any
liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Agent (including but not limited to any act or provision of any present or future law or
regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility)
for so long as such occurrence continues; provided, however, that the Agent agrees to use commercially reasonable efforts to perform such act, duty, obligation or responsibility notwithstanding such occurrence. 

32. Commercially Reasonable Efforts. Notwithstanding anything to the contrary contained herein (a) no Grantor shall be in
default or breach hereunder for failure to take any action hereunder if the Grantor used its commercially reasonable efforts to take such action and (b) if the First Lien Termination Date has not occurred, no Grantor shall be required to take
any action hereunder if a similar action is not required to be taken under the Senior Security Agreements. 
  

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 33. Miscellaneous. 

(a) This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when
executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of
transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall
deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other
Security Document mutatis mutandis. 
 (b) Any provision of this Agreement which is prohibited or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction. 

(c) Headings used in this Agreement are for convenience only and shall not be used in connection with the interpretation of any provision
hereof. 
 (d) The pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the
grammatical construction of sentences shall conform thereto. 
 (e) Unless the context of this Agreement or any other Security
Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except
where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Security
Document refer to this Agreement or such other Security Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Security Document, as the case may be. Section, subsection, clause, schedule, and
exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Security Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions,
modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements,
substitutions, joinders, and supplements set forth herein). Any reference herein or in any other Security Document to the satisfaction or repayment in full of the Secured Obligations shall mean the repayment in full in cash of all Obligations other
than unasserted contingent indemnification Secured Obligations that are not required by the provisions of the Indenture to be repaid. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any
requirement of a writing contained herein or in any other Security Document shall be satisfied by the transmission of a Record. 

[signature pages follow] 
  

 28 








 IN WITNESS WHEREOF, the undersigned parties hereto have executed this Agreement by and
through their duly authorized officers, as of the day and year first above written. 
  

							
	GRANTORS:	 	BUMBLE BEE FOODS, LLC,
		 	a Delaware limited liability company
			
		 	By:	 	 /s/ Kent McNeil

		 		 	Name:	 	Kent McNeil
		 		 	Title:	 	Executive Vice President and Chief
		 		 		 	Financial Officer
		
		 	STINSON SEAFOOD (2001), INC.
		 	a Delaware corporation
			
		 	By:	 	 /s/ Kent McNeil

		 		 	Name:	 	Kent McNeil
		 		 	Title:	 	Executive Vice President and Chief
		 		 		 	Financial Officer
		
		 	 BUMBLE BEE HOLDINGS, INC., formerly known as Castleberry’s Food Company,

a Georgia corporation

			
		 	By:	 	 /s/ Kent McNeil

		 		 	Name:	 	Kent McNeil
		 		 	Title:	 	Executive Vice President and Chief
		 		 		 	Financial Officer
		
		 	 CLOVER LEAF HOLDINGS COMPANY,

a Nova Scotia unlimited company

			
		 	By:	 	 /s/ Kent McNeil

		 		 	Name:	 	Kent McNeil
		 		 	Title:	 	Treasurer
		
		 	CONNORS BROS. CLOVER LEAF SEAFOODS COMPANY,
		 	a Nova Scotia unlimited company
			
		 	By:	 	 /s/ Kent McNeil

		 		 	Name:	 	Kent McNeil
		 		 	Title:	 	Treasurer









							
		 	6162410 CANADA LIMITED,
		 	a corporation formed under the federal laws of Canada
			
		 	By:	 	 /s/ Gary Ware

		 		 	Name:	 	Gary Ware
		 		 	Title:	 	Treasurer
		
		 	K.C.R. FISHERIES LTD.,
		 	a corporation formed under the laws of New Brunswick
			
		 	By:	 	 /s/ Gary Ware

		 		 	Name:	 	Gary Ware
		 		 	Title:	 	Vice President and Treasurer
		
		 	 BB ACQUISITION (PR), L.P.,

a Delaware limited partnership

			
		 	By:	 	Bumble Bee International (PR), Inc. its General Partner
			
		 	By:	 	 /s/ Kent McNeil

		 		 	Name:	 	Kent McNeil
		 		 	Title:	 	Executive Vice President and Chief
		 		 		 	Financial Officer
		
		 	 BUMBLE BEE INTERNATIONAL (PR), INC.,

an exempted company incorporated with limited liability under the laws of the Cayman Islands

			
		 	By:	 	 /s/ Kent McNeil

		 		 	Name:	 	Kent McNeil
		 		 	Title:	 	Executive Vice President and Chief Financial Officer









							
		 	CLOVER LEAF DUTCH HOLDINGS, LLC
		 	a Delaware limited liability company
			
		 	By:	 	 /s/ Kent McNeil

		 		 	Name:	 	Kent McNeil
		 		 	Title:	 	Executive Vice President and Chief
		 		 		 	Financial Officer









							
		 	BUMBLE BEE CAPITAL CORP.
		 	a Delaware corporation
			
		 	By:	 	 /s/ Kent McNeil

		 		 	Name:	 	Kent McNeil
		 		 	Title:	 	Executive Vice President and Chief
		 		 		 	Financial Officer









							
		 	CONNORS BROS. HOLDINGS, L.P.,
		 	a Delaware limited partnership
			
		 	By:	 	CB Holdings GP, LLC, its general partner
			
		 	By:	 	 /s/ John Stiker

		 		 	Name:	 	John Stiker
		 		 	Title:	 	Vice President and Secretary









							
	AGENT:	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,
		 	as Agent
			
		 	By:	 	Deutsche Bank National Trust Company
			
		 	By:	 	 /s/ Cynthia Powell

		 		 	Name:	 	Cynthia J. Powell
		 		 	Title:	 	Vice President
			
		 	By:	 	 /s/ David Contino

		 		 	Name:	 	David Contino
		 		 	Title:	 	Vice President

  







 SCHEDULE 1 

COMMERCIAL TORT CLAIMS 

None 







 SCHEDULE 2 

COPYRIGHTS 
  

					
	 Copyright Registrations with the U.S. Copyright Office
	 	
Owner1
	 	 Year of
Registration

	“Facts on Salmon” for text	 	Bumble Bee Seafoods, Inc.	 	1980
			
	“Bumble Bee Telecommunications software” for a computer file	 	Bumble Bee Seafoods, Inc.	 	1989
			
	“Figaro tuna cat food” for visual material	 	Bumble Bee Seafoods, Inc.	 	1969
			
	“The tuna tune; jingle” for recorded document/musical score	 	Bumble Bee Seafoods, Inc.	 	1972

  

	1
	 Copyright is registered to Bumble Bee Seafoods, Inc. as of the date hereof. Bumble Bee Foods, LLC is permitted to use the corporate name “Bumble
Bee Seafoods, Inc.”, and a name change is being filed with the U.S. Copyright Office on the date hereof. 









 SCHEDULE 3 

INTELLECTUAL PROPERTY LICENSES 
  

	1.	TRADEMARK LICENSES 

  

							
	 Licensee
	 	 Licensor
	 	 IP Licensed
	 	 Date

	Bumble Bee Foods, LLC, as successor by merger to Sweet Sue Acquisition, LLC	 	Sara Lee Foods, Inc	 	License for the following trademarks:	 	January 14, 2005
	 	 	  
 Bryan & Shadow Design (Guatemala, Reg. no.
78496)
	 
	 	 	  
 Bryan & Shadow Design (Honduras, Reg. no.
59160)
	 
	 	 	  
 Bryan & Shadow Design (Nicuragua, Reg. no.
26604)
	 
	 	 	  
 Bryan Logo (Panama, Reg. no. 59936)
	 
	 	 	  
 Bryan (U.S., Reg. no. 2216333)
	 
	 	 	  
 Bryan the Flavor of the South & Design (U.S., Reg. no. 2453802)

	 
	 	 	  
 Bryan & Shadow Design (U.S., Reg. no. 1902897)
	 
				
	Norwegian Jake’s	 	Bumble Bee Foods, LLC	 	License for Bumble Bee’s name and federally registered trademark (Reg. no. 2924759, 2896903)	 	February 19, 2006
				
	Seafman, C.A. - Sociedad Ecuatoriana de Alimentos Y Frigorificos Manta	 	Bumble Bee Foods, LLC	 	License to use following trademarks:	 	February 19, 2006
	 	 	  
 In Columbia: “Bumble Bee” (Reg. no. 152582) and Bumble
Bee Brand and Design (Reg. no. 120739)
	 
	 	 	  
 In Uruguay: “Bumble Bee” (Reg. no. 324665) and Bumble Bee
and One Bee Design (Reg. no. 354501)
	 
	 	 	  
 In Venezuela: “Bumble Bee” (Reg. no.
112829)
	 









							
	Atunec S.A.	 	Bumble Bee Foods, LLC	 	License to use following trademarks in Columbia: “Bumble Bee” (Reg. no. 152582) and Bumble Bee Brand and Design (Reg. no. 120739)	 	July 2008
				
	Oakfield Farms	 	Bumble Bee Foods, LLC	 	License to use the following trademarks: “Bumble Bee” (Reg. no. 2896903) and Bumble Bee and One Bee Design (Reg. no. 2924759)	 	July 17, 2008
				
	King Oscar, Inc.	 	Bumble Bee Foods, LLC (f/k/a, Bumble Bee Seafoods, Inc.)	 	License to use the Trademarks and Trade Name: The “Brunswick” brand name, and the Brunswick fishing boat logo.	 	November 25, 2004, as amended January 10, 2006
				
	Bumble Bee Foods, LLC (f/k/a, Bumble Bee Seafoods, Inc.)	 	Conopco Inc. d/b/a Unilever Bestfoods	 	License to use the Trademark: HELLMANN’S	 	Unexecuted, draft dated March 2002
				
	Bumble Bee Foods, LLC (f/k/a, Bumble Bee Seafoods, Inc.)	 	Conopco Inc. d/b/a/ Unilever Bestfoods	 	License to use the Trademarks: KING OSCAR, SPIRIT OF NORWAY and TINY TOTS	 	July 24, 2002, assigned to Bumble Bee Seafoods Inc. on May 19, 2003
				
	Bumble Bee Foods, LLC	 	Costco Wholesale Corporation	 	License to use the Trademarks: KIRKLAND SIGNATURE logo, KIRKLAND SIGNATURE guarantee	 	May 13, 2003
				
	Bumble Bee Foods, LLC	 	American Heart Association	 	License to use the Trademark: AHA heart-check certification mark	 	September 7, 2006
				
	Bumble Bee Foods, LLC	 	Good Housekeeping	 	License to use the Trademark: Good Housekeeping seal	 	April 1, 2007
				
	Bumble Bee Foods, LLC	 	Y-ME National Breast Cancer Organization	 	License to use the Trademarks: Y-ME National Breast Cancer Organization name and pink ribbon logo	 	February 4, 2008
				
	Bumble Bee Asia Limited	 	Bumble Bee Foods, LLC	 	License to use BUMBLE BEE trade name	 	No written agreement in place









	2.	PATENT LICENSES 

 Amended
and Restated License Agreement dated October 8, 2009, between BBF and Muscle Protein Foods, Inc. 
  

	3.	SOFTWARE LICENSES 

 (i) Software License
Agreement dated December 28, 2006, between SAP America Inc. and Bumble Bee Foods, LLC, including all appendices and schedules thereto. 

(ii) Software License and Services Agreement dated December 28, 2006 between CAS Systems of America, Inc. and Bumble Bee Foods, LLC. 







 SCHEDULE 4 

PATENTS 
 Patent Applications

  

											
	 Invention
	 	 Inventor(s)
	 	 Owner
	 	 Country
	 	 Application

Number
	 	 Filing Date

	Meat Concentrate Process	 	Christopher C. Riley Heather Hudson	 	Bumble Bee Foods LLC	 	U.S.	 	12/031626	 	February 14, 2007
						
	Composition Derived From a Meat Source and Processes for Making and Using Composition	 	Heather Hudson and Derek Ray Bader	 	Bumble Bee Foods LLC and MPF, Inc.	 	U.S.	 	12/271,783; PET/US 2008/012830	 	November 14, 2008








 SCHEDULE 5 

PLEDGED COMPANIES 
  

											
	 Name of Grantor
	 	 Name of Pledged
Company
	 	 Number of

Shares/Units
	 	 Class of Interests
	 	 Percentage of

Class Owned
	 	 Certificate Nos.

	Bumble Bee Foods, LLC	 	BB Acquisition (PR), L.P.	 	100%	 	Limited Partnership Interest	 	100% of Limited Partnership Interests	 	1
						
	Bumble Bee International (PR), Inc.	 	BB Acquisition (PR), L.P.	 	100%	 	General Partnership Interest	 	100% of General Partnership Interest (1% of Interests)	 	2
						
	Bumble Bee Foods, LLC	 	Bumble Bee International (PR), Inc.	 	100	 	Ordinary shares	 	100%	 	001
						
	Connors Bros. Clover Leaf Seafoods Company	 	6162410 Canada Limited	 	100	 	Common Shares	 	100%	 	4
						
	Connors Bros. Clover Leaf Seafoods Company	 	K.C.R. Fisheries Ltd.	 	70	 	Common Shares	 	100%	 	C-2
						
	Connors Bros. Holdings, L.P.	 	Clover Leaf Dutch Holdings, LLC	 	N/A	 	Membership Interests	 	100%	 	N/A
						
	Bumble Bee Foods, LLC	 	Bumble Bee Capital Corp.	 	100%	 	Common Shares	 	100%	 	1
						
	Bumble Bee Holdings, Inc.	 	Bumble Bee Foods, LLC	 	100%	 	Membership Interests	 	100%	 	N/A
						
	Stinson Seafood (2001), Inc.	 	Bumble Bee Holdings, Inc.	 	100%	 	Common Shares	 	100%	 	N/A
						
	Clover Leaf Holding Company	 	Connors Bros. Clover Leaf Seafoods Company	 	100%	 	Common Shares	 	100%	 	1
						
	Connors Bros. Holdings, L.P.	 	Stinson Seafood (2001), Inc.	 	100%	 	Common Shares	 	100%	 	N/A








 SCHEDULE 6 

TRADEMARKS 
  

									
	 Mark Name
	  	 Jurisdiction
	  	 Registration
Number
	  	 Status
	  	 Registration
Date

	 Trademarks owned by Bumble Bee Foods, LLC

					
	FIGARO	  	Aruba	  	17711	  	Registered	  	February 6, 1996
					
	SNOW’s and Design	  	Benelux	  	310807	  	Registered	  	April 4, 1972
					
	BUMBLE BEE	  	Bolivia	  	68727-A	  	Registered	  	March, 28 1996
					
	FIGARO	  	Bolivia	  	60847	  	Registered	  	March 28, 1996
					
	BUMBLE BEE	  	Brazil	  	817425713	  	Registered	  	July 8, 1997
					
	FIGARO	  	Brazil	  	817425730	  	Registered	  	April 18, 1995
					
	Bee & Design	  	Canada	  	TMA140375	  	Registered	  	May 21, 1965
					
	BUMBLE BEE	  	Canada	  	TMA130895	  	Registered	  	May 3, 1963
					
	DOXSEE	  	Canada	  	489806	  	Registered	  	February 12, 1998
					
	SNOW’s and Ship Design	  	Canada	  	461185	  	Registered	  	August 16, 1996
					
	BUMBLE BEE	  	China P.R.	  	279565	  	Registered	  	February 28, 1987
					
	SWEET SUE	  	China P.R.	  	746287	  	Registered	  	May 21, 1995
					
	BUMBLE BEE	  	Colombia	  	152582	  	Registered	  	February 23, 1994
					
	BUMBLE BEE Brand and Design	  	Colombia	  	120739	  	Registered	  	August 28, 1989
					
	CLOVER LEAF	  	Colombia	  	271349	  	Registered	  	July 2, 2003
					
	FIGARO	  	Colombia	  	185770	  	Registered	  	December 29, 1995
					
	TUXEDO	  	Colombia	  	152586	  	Registered	  	February 23, 1994
					
	SNOW’s	  	Community Trademark	  	809574	  	Registered	  	September 20, 1999
					
	SNOW’s and Design	  	Community Trademark	  	838433	  	Registered	  	November 23, 1999
					
	BUMBLE BEE	  	Germany	  	645343	  	Registered	  	April 22, 1986
					
	SWEET SUE	  	Guatemala	  	81622	  	Registered	  	December 22, 1996









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration
Number
	  	 Status
	  	 Registration
Date

	BUMBLE BEE	  	Guyana	  	18,289A	  	Registered	  	October 13, 2000
					
	BUMBLE BEE	  	Hong Kong	  	301047375	  	Filed	  	February 4, 2008
					
	BUMBLE BEE and One Bee Design	  	Israel	  	72835	  	Registered	  	June 23, 1989
					
	BUMBLE BEE	  	Norway	  	90642	  	Registered	  	March 29, 1974
					
	PICNIC	  	Philippines	  	107108	  	Filed	  	March 29, 1996
					
	BUMBLE BEE BRAND (Stylized)	  	Portugal	  	183258	  	Registered	  	November 17, 1980
					
	BUMBLE BEE	  	Serbia-Montenegro	  	21971	  	Registered	  	December 16, 1976
					
	BUMBLE BEE	  	South Korea	  	743694	  	Registered	  	April 14, 2008
					
	BUMBLE BEE and One Bee Design	  	Surinam	  	9774	  	Registered	  	April 24, 1978
					
	BUMBLE BEE	  	Ukraine	  	UA 32990	  	Registered	  	July 15, 2003
					
	Bee Design	  	United States	  	581074	  	Registered	  	October 13, 1953
					
	Bee in Chef’s Hat Design	  	United States	  	3652458	  	Registered	  	July 7, 2009
					
	BEEWELL MILES	  	United States	  	3648361	  	Registered	  	June 30, 2009
					
	BEEWELL FOR LIFE	  	United States	  	77/814681	  	Filed	  	August 27, 2009
					
	BUMBLE BEE	  	United States	  	2896903	  	Registered	  	October 26, 2004
					
	BUMBLE BEE	  	United States	  	3110474	  	Registered	  	June 27, 2006
					
	BUMBLE BEE and Single Bee Design	  	United States	  	1010513	  	Registered	  	May 13, 1975
					
	Bumble Bee in Port Hole Design	  	United States	  	2924759	  	Registered	  	February 8, 2005
					
	BUMBLE BEE SENSATIONS	  	United States	  	3167917	  	Registered	  	November 7, 2006
					
	BUMBLE BEE YUM	  	United States	  	77/519142	  	Filed	  	July 10, 2008
					
	Cat and Fiddle Design	  	United States	  	1576676	  	Registered	  	January 9, 1990
					
	CORAL	  	United States	  	3560944	  	Registered	  	January 13, 2009
					
	CORAL (Stylized)	  	United States	  	557331	  	Registered	  	April 8, 1952
					
	DE JEAN’S	  	United States	  	2810381	  	Registered	  	February 3, 2004









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration
Number
	  	 Status
	  	 Registration
Date

	DOXSEE	  	United States	  	961638	  	Registered	  	June 19, 1973
					
	FIGARO	  	United States	  	717277	  	Registered	  	June 20, 1961
					
	FROM THE KITCHENS OF SWEET SUE	  	United States	  	2847741	  	Registered	  	June 1, 2004
					
	GULF BELLE	  	United States	  	1162943	  	Registered	  	July 28, 1981
					
	HOPE FARM	  	United States	  	1000317	  	Registered	  	December 24, 1974
					
	LIFE IS FULL OF FLAVOR, EAT IT UP	  	United States	  	77/519137	  	Filed	  	July 10, 2008
					
	MARVELOUS (Stylized)	  	United States	  	538007	  	Registered	  	February 20, 1951
					
	OCEAN’S HARVEST	  	United States	  	1629296	  	Registered	  	December 25, 1990
					
	ORLEANS	  	United States	  	2262099	  	Registered	  	July 20, 1999
					
	ORLEANS and Design	  	United States	  	667858	  	Registered	  	September 30, 1958
					
	PICNIC	  	United States	  	1895207	  	Registered	  	May 23, 1995
					
	PRAIRIE BELT	  	United States	  	2338271	  	Registered	  	April 4, 2000
					
	PRAIRIE BELT and Boy Design	  	United States	  	2357185	  	Registered	  	June 13, 2000
					
	PRIME FILLET	  	United States	  	2835584	  	Registered	  	April 20, 2004
					
	PRIME FILLET	  	United States	  	3203187	  	Registered	  	January 23, 2007
					
	PRIME FILLET	  	United States	  	3505145	  	Registered	  	September 23, 2008
					
	READY GRAVY	  	United States	  	3019080	  	Registered	  	November 29, 2005
					
	SAVOY	  	United States	  	78/860421	  	Filed	  	April 12, 2006
					
	SNOW’S	  	United States	  	1528450	  	Registered	  	March 7, 1989
					
	SNOW’S	  	United States	  	2502482	  	Registered	  	October 30, 2001
					
	SNOW’S	  	United States	  	740724	  	Registered	  	November 13, 1962
					
	SNOW’S and Ship Design	  	United States	  	1146250	  	Registered	  	January 20, 1981
					
	SNOW’S and Ship Design	  	United States	  	1532202	  	Registered	  	March 28, 1989









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration
Number
	  	 Status
	  	 Registration
Date

	SNOW’S THE CHOWDER PEOPLE	  	United States	  	2502490	  	Registered	  	October 30, 2001
					
	SWEET SUE	  	United States	  	1033998	  	Registered	  	February 17, 1976
					
	SWEET SUE	  	United States	  	3194038	  	Registered	  	January 2, 2007
					
	SWEET SUE and Girl Design	  	United States	  	2338247	  	Registered	  	April 4, 2000
					
	TOUCH OF LEMON	  	United States	  	2856581	  	Registered	  	June 22, 2004
					
	TUXEDO (Stylized)	  	United States	  	555078	  	Registered	  	February 19, 1952
					
	WILD SELECTIONS	  	United States	  	3669843	  	Registered	  	August 18, 2009
					
	Castleberry’s Meat Talk	  	United States	  	3025904	  	Registered	  	December 13, 2005
					
	Clamemo	  	United States	  	3026013	  	Registered	  	December 13, 2005
					
	Gulf Belle (and Design)	  	United States	  	0686427	  	Registered	  	October 6, 1959
					
	Make-it-Fresh	  	United States	  	1011631	  	Registered	  	May 27, 1975
					
	Ready Gravy	  	United States	  	3019080	  	Registered	  	November 29, 2005
					
	Royal Reef	  	United States	  	1553895	  	Registered	  	August 29, 1989
					
	BUMBLE BEE and Two Bee Design	  	Aruba	  	15752	  	Registered	  	July 15, 1992
					
	BUMBLE BEE	  	Barbados	  	81/12770	  	Registered	  	December 20, 2001
					
	BUMBLE BEE	  	Brazil	  	817425713	  	Registered	  	July 8, 1997
					
	BUMBLE BEE and One Bee Design	  	Brazil	  	6994261	  	Registered	  	September 25, 1979
					
	SWIFT WATER Design	  	Canada	  	264745	  	Registered	  	December 4, 1981
					
	BUMBLE BEE	  	Chile	  	415478	  	Registered	  	October 28, 1993
					
	BUMBLE BEE and One Bee Design	  	Chile	  	xxx111	  	Registered	  	January 21, 1983
					
	FIGARO	  	Chile	  	711741	  	Registered	  	December 16, 2004









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration
Number
	  	 Status
	  	 Registration
Date

	BUMBLE BEE	  	Community Trademark	  	2355667	  	Registered	  	August 28, 2001
					
	BUMBLE BEE	  	Costa Rica	  	85435	  	Registered	  	January 10, 1994
					
	BUMBLE BEE and Two Bee Design	  	Costa Rica	  	85432	  	Registered	  	January 10, 1994
					
	FIGARO	  	Costa Rica	  	85431	  	Registered	  	January 10, 1994
					
	TUXEDO	  	Costa Rica	  	85436	  	Registered	  	January 10, 1994
					
	BUMBLE BEE	  	Dominican Republic	  	58838	  	Registered	  	August 15, 1993
					
	FIGARO	  	Dominican Republic	  	58835	  	Registered	  	August, 15 1993
					
	TUXEDO	  	Dominican Republic	  	58837	  	Registered	  	August 15, 1993
					
	BUMBLE BEE	  	Egypt	  	67319	  	Registered	  	May 3, 1986
					
	BUMBLE BEE and One Bee Design	  	Egypt	  	74693	  	Registered	  	June 19, 1989
					
	BUMBLE BEE	  	El Salvador	  	216	  	Registered	  	October 17, 2001
					
	PARAMOUNT	  	Fiji Islands	  	151/2001	  	Registered	  	April 27, 2001
					
	BUMBLE BEE	  	Finland	  	67834	  	Registered	  	September 5, 1978
					
	BUMBLE BEE	  	Greece	  	51306	  	Registered	  	March 19, 1975
					
	BUMBLE BEE	  	Guatemala	  	104572	  	Registered	  	May 23, 2000
					
	BUMBLE BEE and One Bee Design	  	Hungary	  	134594	  	Registered	  	November 25, 1991
					
	BUMBLE BEE	  	Italy	  	1041610	  	Registered	  	July 13, 1973
					
	FIGARO	  	Italy	  	1041613	  	Registered	  	July 13, 1973
					
	BUMBLE BEE	  	Macedonia	  	1172	  	Registered	  	December 15, 1986
					
	FIGARO	  	Macedonia	  	1171	  	Registered	  	November 20, 1978
					
	BUMBLE BEE	  	Mexico	  	476121	  	Registered	  	October 5, 1994
					
	BUMBLE BEE and One Bee Design	  	Netherlands Antilles	  	6873	  	Registered	  	September 20, 1978









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration
Number
	  	 Status
	  	 Registration
Date

	BUMBLE BEE and One Bee Design	  	Paraguay	  	241861	  	Registered	  	March 9, 1982
					
	FIGARO	  	Paraguay	  	166394	  	Registered	  	December 2, 1993
					
	TUXEDO	  	Paraguay	  	166395	  	Registered	  	December 2, 1993
					
	BUMBLE BEE	  	Peru	  	2421	  	Registered	  	November 9, 1993
					
	BUMBLE BEE and One Bee Design	  	Peru	  	70124	  	Registered	  	August 28, 1987
					
	FIGARO	  	Peru	  	2422	  	Registered	  	November 9, 1993
					
	TUXEDO	  	Peru	  	1651	  	Registered	  	November 6, 1993
					
	BUMBLE BEE and One Bee Design	  	Puerto Rico	  	21534	  	Registered	  	August 1, 1978
					
	FIGARO	  	Puerto Rico	  	21539	  	Registered	  	August 1, 1978
					
	Bee Design	  	Saudi Arabia	  	504/43	  	Filed	  	July 18, 1998
					
	BUMBLE BEE	  	Saudi Arabia	  	498/33	  	Registered	  	June 10, 1999
					
	BUMBLE BEE and One Bee Design	  	South Africa	  	80/1395	  	Registered	  	March 12, 1980
					
	BUMBLE BEE	  	Surinam	  	17376	  	Registered	  	August 11, 2000
					
	BUMBLE BEE	  	Uruguay	  	324665	  	Registered	  	January 10, 2002
					
	BUMBLE BEE and One Bee Design	  	Uruguay	  	354501	  	Registered	  	May 23, 1994
					
	BUMBLE BEE	  	Argentina	  	1491357	  	Registered	  	December 15, 1983
					
	BUMBLE BEE	  	Australia	  	A191862	  	Registered	  	December 16, 1964
					
	FIGARO	  	Australia	  	A195451	  	Registered	  	April 20, 1967
					
	FIGARO	  	Australia	  	A204603	  	Registered	  	March 1, 1968
					
	BUMBLE BEE	  	Austria	  	146563	  	Registered	  	March 31, 1993
					
	BUMBLE BEE	  	Benelux	  	460108	  	Registered	  	May 8, 1989
					
	FIGARO	  	Benelux	  	460107	  	Registered	  	May 11, 1992
					
	FIGARO	  	Benelux	  	513318	  	Registered	  	May 8, 1989
					
	BUMBLE BEE and Two Bee Design	  	Bermuda	  	21805	  	Registered	  	August 13, 1992









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration
Number
	  	 Status
	  	 Registration
Date

	FIGARO	  	Bermuda	  	21801	  	Registered	  	January 27, 1993
					
	BUMBLE BEE	  	Denmark	  	VR198703104	  	Registered	  	September 25, 1987
					
	BUMBLE BEE	  	Ecuador	  	1408/94	  	Registered	  	July 13, 1994
					
	BUMBLE BEE and One Bee Design	  	Ecuador	  	589/90	  	Registered	  	January 29, 1985
					
	FIGARO	  	Ecuador	  	402/79	  	Registered	  	May 3, 1979
					
	BUMBLE BEE	  	Finland	  	67834	  	Registered	  	September 5, 1978
					
	FIGARO	  	Finland	  	71050	  	Registered	  	December 5, 1979
					
	BUMBLE BEE	  	France	  	1239913	  	Registered	  	July 19, 1973
					
	FIGARO	  	France	  	1239914	  	Registered	  	July 19, 1973
					
	BUMBLE BEE	  	Germany	  	921040	  	Registered	  	August 1, 1974
					
	FIGARO	  	Germany	  	2903658	  	Registered	  	August 1, 1974
					
	FIGARO	  	Germany	  	921041	  	Registered	  	March 23, 1995
					
	BUMBLE BEE and Design	  	Honduras	  	62,221	  	Registered	  	August 28, 1995
					
	Bee Design	  	Japan	  	1503600	  	Registered	  	February 26, 1982
					
	BUMBLE BEE	  	Japan	  	2184519	  	Registered	  	October 31, 1989
					
	FIGARO	  	Japan	  	3086864	  	Registered	  	October 31, 1995
					
	BUMBLE BEE	  	Nicaragua	  	25318	  	Registered	  	March 14, 1994
					
	BUMBLE BEE and Two Bee Design	  	Nicaragua	  	27193	  	Registered	  	November 14, 1994
					
	FIGARO	  	Nicaragua	  	25959	  	Registered	  	June 8, 1994
					
	TUXEDO	  	Nicaragua	  	25967	  	Registered	  	June 8, 1994
					
	BUMBLE BEE	  	Panama	  	65041	  	Registered	  	August 18, 1974
					
	BUMBLE BEE	  	Philippines	  	4199496141	  	Registered	  	August 28, 2000
					
	PICNIC	  	Philippines	  	41996-107408	  	Registered	  	N/A









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration
Number
	  	 Status
	  	 Registration
Date

	BUMBLE BEE and One Bee Design	  	Poland	  	75826	  	Registered	  	January 20, 1994
					
	BUMBLE BEE and One Bee Design	  	Russian Federation	  	107121	  	Registered	  	August 10, 1992
					
	BUMBLE BEE	  	Slovenia	  	Z7380485	  	Registered	  	August 30, 1973
					
	FIGARO	  	Slovenia	  	Z7380486	  	Registered	  	August 30, 1973
					
	BUMBLE BEE	  	Spain	  	721018	  	Registered	  	July 21, 1976
					
	BUMBLE BEE and Two Bee Design	  	Spain	  	1917558	  	Registered	  	March 5, 1995
					
	BUMBLE BEE	  	Sweden	  	149739	  	Registered	  	December 20, 1974
					
	BUMBLE BEE	  	Switzerland	  	P266635	  	Registered	  	July 24, 1973
					
	FIGARO	  	Thailand	  	TM25849	  	Registered	  	February 27, 1985
					
	BUMBLE BEE	  	Thailand	  	TM41992	  	Registered	  	May 7, 1986
					
	BUMBLE BEE	  	Venezuela	  	112829	  	Registered	  	July 15, 1985
	
	Trademarks owned by Connors Bros. Clover Leaf Seafoods Company
					
	ACADIA	  	United States	  	1135224	  	Registered	  	May 13, 1980
					
	BEACH CLIFF	  	United States	  	770058	  	Registered	  	May 19, 1964
					
	BIG TASTE IN A SMALL CAN	  	United States	  	2988026	  	Registered	  	August 23, 2005
					
	BRUNSWICK	  	United States	  	1423060	  	Registered	  	December 30, 1986
					
	BRUNSWICK	  	United States	  	1758533	  	Registered	  	March 16, 1993
					
	CLOVER LEAF	  	United States	  	2520386	  	Registered	  	December 18, 2001
					
	Design (Boat Logo)	  	United States	  	1745942	  	Registered	  	January 12, 1993
					
	Design (BOAT/SEAL)	  	United States	  	1791765	  	Registered	  	September 7, 1993
					
	GENERAL	  	United States	  	2315015	  	Registered	  	February 1, 2000
					
	HOLMES	  	United States	  	1297861	  	Registered	  	September 25, 1984
					
	MOOSEABEC	  	United States	  	1538316	  	Registered	  	May 9, 1989









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration
Number
	  	 Status
	  	 Registration
Date

	BRUNSWICK	  	Aruba	  	17461	  	Registered	  	June 22, 1995
					
	RED ROSE & DESIGN	  	Aruba	  	12858	  	Registered	  	March 6, 1989
					
	CLOVER LEAF DESIGN	  	Australia	  	A65859	  	Registered	  	April 26, 1935
					
	CLOVER LEAF	  	Australia	  	A56916	  	Registered	  	October 17, 1930
					
	CLOVER LEAF & DESIGN	  	Australia	  	654588	  	Registered	  	March 1, 1995
					
	CLOVER DESIGN	  	Australia	  	641863	  	Registered	  	September 29, 1994
					
	BRUNSWICK	  	Barbados	  	819700	  	Registered	  	October 11, 1999
					
	CLOVER LEAF & Design	  	Barbados	  	81/5337	  	Registered	  	September 3, 1951
					
	RED ROSE & Design	  	Barbados	  	81/2531	  	Registered	  	April 29, 1955
					
	BRUNSWICK	  	Belize	  	8269	  	Registered	  	June 28, 1999
					
	BRUNSWICK	  	Benelux	  	532817	  	Registered	  	October 8, 2001
					
	BRUNSWICK & BOAT DESIGN	  	Cambodia	  	KH11208	  	Registered	  	December 16, 1998
					
	BANQUET BRAND	  	Canada	  	TMDA035670	  	Registered	  	May 27, 1924
					
	BEACH CLIFF	  	Canada	  	TMA655023	  	Registered	  	December 14, 2005
					
	BLUE PACIFIC	  	Canada	  	UCA 011564	  	Registered	  	January 25, 1939
					
	SEAL BOAT & DESIGN	  	Canada	  	TMA411293	  	Registered	  	April 16, 1993
					
	BOAT DESIGN	  	Canada	  	TMA411271	  	Registered	  	April 16, 1993
					
	BRUNSWICK	  	Canada	  	TMA408223	  	Registered	  	February 12, 1993
					
	BRUNSWICK BRAND	  	Canada	  	TMDA12489	  	Registered	  	December 26, 1907
					
	BRUNSWICK CONNAISSEUR & Design	  	Canada	  	TMA241315	  	Registered	  	March 14, 1980
					
	“cb” Design	  	Canada	  	TMA 201803	  	Registered	  	September 13, 1974
					
	CLOVER LEAF	  	Canada	  	UCA 010040	  	Registered	  	April 19, 1938
					
	CLOVER LEAF & DESIGN	  	Canada	  	TMDA 051955	  	Registered	  	April 16, 1931









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration
Number
	  	 Status
	  	 Registration
Date

	CLOVER LEAF & DESIGN	  	Canada	  	TMA 185996	  	Registered	  	October 13, 1972
					
	CLOVER LEAF & DESIGN	  	Canada	  	TMA 339931	  	Registered	  	May 6, 1988
					
	CLOVER LEAF DESIGN	  	Canada	  	TMDA 050882	  	Registered	  	November 5, 1930
					
	CLOVER LEAF CRAB DELECTABLES & DESIGN	  	Canada	  	TMA 685130	  	Registered	  	March 30, 2007
					
	CLOVER LEAF GARNIT-TOUT and Design	  	Canada	  	TMA 409510	  	Registered	  	March 12, 1993
					
	CLOVER LEAF INSPIRATIONS	  	Canada	  	N/A	  	Allowed	  	N/A
					
	CLOVER LEAF INSPIRATIONS & Design	  	Canada	  	N/A	  	Allowed	  	N/A
					
	CLOVER LEAF LOBSTER DELECTABLES and Design	  	Canada	  	TMA 655091	  	Registered	  	December 14, 2005
					
	CLOVER LEAF TOPPERS and Design	  	Canada	  	TMA 409206	  	Registered	  	March 5, 1993
					
	CONNORS	  	Canada	  	TMDA 037482	  	Registered	  	March 28, 1925
					
	CONNORS BROS. INCOME FUND & DESIGN	  	Canada	  	TMA 713962	  	Registered	  	May 8, 2008
					
	CONNORS FAMOUS SEA FOOD	  	Canada	  	TMDA037532	  	Registered	  	April 16, 1993
					
	FAIRHAVEN	  	Canada	  	TMA344329	  	Registered	  	September 2, 1988
					
	FIGARO	  	Canada	  	TMA 177977	  	Registered	  	August 27, 1971
					
	GOLD ANCHOR	  	Canada	  	TMA 253341	  	Registered	  	November 28, 1980
					
	JUTLAND	  	Canada	  	TMA216481	  	Registered	  	October 8, 1976
					
	JUTLAND & Design	  	Canada	  	TMDA035603	  	Registered	  	May 15, 1924
					
	KILTIE BRAND AND SALMON DESIGN	  	Canada	  	TMDA 021200	  	Registered	  	October 29, 1915
					
	LAGUNA	  	Canada	  	UCA 011085	  	Registered	  	February 1, 1939
					
	MAPLE LEAF	  	Canada	  	TMA 330834	  	Registered	  	August 7, 1987
					
	MAPLE LEAF BRAND & DESIGN	  	Canada	  	TMDA 5392	  	Registered	  	July 30, 1895
					
	MINI-FILET	  	Canada	  	TMA 176228	  	Registered	  	May 21, 1971









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration
Number
	  	 Status
	  	 Registration
Date

	NAVY	  	Canada	  	TMA 324227	  	Registered	  	February 27, 1987
					
	NUTRITION...”NATURALLY”	  	Canada	  	TMA197419	  	Registered	  	February 8, 1974
					
	NUTRITION...”NATURELLEMENT”	  	Canada	  	TMA197420	  	Registered	  	February 8, 1974
					
	ORLEANS	  	Canada	  	TMA 528688	  	Registered	  	May 31, 2000
					
	PARAMOUNT	  	Canada	  	UCA 004043	  	Registered	  	August 28, 1934
					
	PET	  	Canada	  	UCA 005772	  	Registered	  	December 3, 1935
					
	PREMIUM & DESIGN	  	Canada	  	TMA 412283	  	Registered	  	May 14, 1993
					
	PREMIUM CHOICE SOCKEYE SALMON AND LABEL DESIGN	  	Canada	  	TMDA 29052	  	Registered	  	August 18, 1921
					
	PREMIUM FROZEN FISH & DESIGN	  	Canada	  	TMDA 046513	  	Registered	  	June 7, 1929
					
	RED CLOVER	  	Canada	  	TMA 298449	  	Registered	  	December 21, 1984
					
	RED ROSE BRAND	  	Canada	  	UCA 002125	  	Registered	  	November 29, 1933
					
	RICHELIEU	  	Canada	  	TMA361784	  	Registered	  	March 11, 1989
					
	ROBIN RED DESIGN	  	Canada	  	TMA 166988	  	Registered	  	December 24, 1969
					
	ROSE MARIE	  	Canada	  	UCA 012429	  	Registered	  	September 20, 1939
					
	SURF	  	Canada	  	UCA 032539	  	Registered	  	May 10, 1949
					
	SURFSIDE	  	Canada	  	TMA361956	  	Registered	  	November 3, 1989
					
	THUNDERBIRD	  	Canada	  	UCA 039184	  	Registered	  	July 30, 1951
					
	THUNDERBIRD THE MARK OF QUALITY & DESIGN	  	Canada	  	TMA 361076	  	Registered	  	October 27, 1989
					
	TUXEDO	  	Canada	  	TMA 295633	  	Registered	  	September 28, 1984
					
	UNIVERSAL BRAND, RED SOCKEYE SALMON DESIGN	  	Canada	  	TMDA 54669	  	Registered	  	June 30, 1932
					
	BRUNSWICK	  	Chile	  	514681	  	Registered	  	June 15, 1998









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration
Number
	  	 Status
	  	 Registration
Date

	BRUNSWICK & BOAT DESIGN	  	China	  	1364136	  	Registered	  	February 14, 2000
					
	CLOVER LEAF & DESIGN	  	China	  	1174888	  	Registered	  	May 14, 1998
					
	BRUNSWICK	  	Columbia	  	205472	  	Registered	  	January 30, 1998
					
	BRUNSWICK	  	Costa Rica	  	94735	  	Registered	  	February 9, 1996
					
	BRUNSWICK	  	Cuba	  	125770	  	Registered	  	October 8, 1996
					
	BRUNSWICK	  	Czech Republic	  	195832	  	Registered	  	November 27, 1996
					
	CLOVER LEAF & DESIGN	  	Denmark	  	VR 1962 01336	  	Registered	  	July 21, 1962
					
	BRUNSWICK & BOAT DESIGN	  	European Union	  	004443396	  	Registered	  	May 9, 2005
					
	CLOVER LEAF & DESIGN	  	European Union	  	356956	  	Registered	  	May 3, 1999
					
	CLOVER LEAF	  	France	  	1494559	  	Registered	  	October 18, 1988
					
	RED ROSE LA ROSE ROUGE	  	France	  	1499228	  	Registered	  	November 21, 1988
					
	UNIVERSAL	  	France	  	1515074	  	Registered	  	February 17, 1989
					
	CLOVER LEAF & DESIGN	  	Germany	  	2025024	  	Registered	  	November 23, 1992
					
	BRUNSWICK	  	Guatemala	  	148869	  	Registered	  	April 24, 2007
					
	BRUNSWICK	  	Guyana	  	14889A	  	Registered	  	September 22, 2004
					
	FAIRHAVEN	  	Guyana	  	15906A	  	Registered	  	N/A
					
	BRUNSWICK & BOAT DESIGN	  	Hungary	  	171138	  	Registered	  	July 3, 2002
					
	BRUNSWICK	  	Israel	  	108425	  	Registered	  	May 4, 1998
					
	CLOVER LEAF & DESIGN	  	Israel	  	72042	  	Registered	  	March 29, 1989
					
	BRUNSWICK	  	Jamaica	  	3029	  	Registered	  	September 15, 1994
					
	BRUNSWICK BRAND	  	Jamaica	  	3029	  	Registered	  	April 30, 1934
					
	BRUNSWICK SARDINES & DESIGN	  	Jamaica	  	1967	  	Registered	  	March 3, 1925
					
	RED ROSE & DESIGN	  	Jamaica	  	6572	  	Registered	  	March 25, 1955









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration
Number
	  	 Status
	  	 Registration
Date

	CLOVER LEAF	  	Mauritius	  	A/12 No. 268	  	Registered	  	May 16, 1966
					
	CLOVER LEAF & DESIGN	  	Mauritius	  	A/13 No. 64	  	Registered	  	April 19, 1967
					
	RED ROSE & DESIGN	  	Mauritius	  	A/13 No. 66	  	Registered	  	April 19, 1967
					
	BRUNSWICK (Stylized)	  	Mexico	  	442780	  	Registered	  	September 27, 1993
					
	BRUNSWICK SELECTA	  	Mexico	  	987702	  	Registered	  	December 20, 2005
					
	BRUNSWICK & Design	  	Mexico	  	442779	  	Registered	  	September 27, 1993
					
	BRUNSWICK	  	Montserrat	  	1908	  	Registered	  	October 23, 1995
					
	RED ROSE & DESIGN	  	Netherlands Antilles	  	342405505	  	Registered	  	June 3, 1997
					
	BRITISH COLUMBIA SALMON MAPLE LEAF BRAND	  	New Zealand	  	5627/4395	  	Registered	  	November 7, 2003
					
	CLOVER LEAF	  	New Zealand	  	29639	  	Registered	  	October 17, 1930
					
	CLOVER LEAF & DESIGN	  	New Zealand	  	33862	  	Registered	  	October 12, 1936
					
	ROBIN RED	  	New Zealand	  	B128586	  	Registered	  	November 30, 1982
					
	UNIVERSAL	  	New Zealand	  	B129202	  	Registered	  	February 15, 1985
					
	BRUNSWICK	  	Panama	  	87256	  	Registered	  	April 30, 1998
					
	BRUNSWICK	  	Paraguay	  	208214	  	Registered	  	November 3, 1998
					
	BRUNSWICK	  	Peru	  	19306	  	Registered	  	September 8, 1995
					
	BRUNSWICK	  	Philippines	  	41996116460	  	Registered	  	May 12, 2005
					
	BRUNSWICK & BOAT DESIGN	  	Saudi Arabia	  	826/78	  	Registered	  	February 26, 2006
					
	BRUNSWICK & BOAT DESIGN	  	Singapore	  	T98/074331	  	Registered	  	January 15, 1999
					
	BRUNSWICK & BOAT DESIGN	  	Slovak Republic	  	186804	  	Registered	  	August 16, 1999
					
	CLOVER LEAF SALMON & DESIGN	  	South Africa	  	1940/00907	  	Registered	  	April 17, 1941









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration
Number
	  	 Status
	  	 Registration
Date

	MAPLE LEAF	  	South Africa	  	1970/03764	  	Registered	  	September 7, 1971
					
	PORT CLYDE & Design	  	South Africa	  	1999/15458	  	Registered	  	July 11, 2003
					
	CLOVER LEAF & DESIGN	  	Spain	  	1207992	  	Registered	  	November 6, 1989
					
	BRUNSWICK	  	St. Vincent (Grenadines)	  	2031724A	  	Registered	  	December 2, 1998
					
	BRUNSWICK	  	St. Vincent (Grenadines)	  	160/98	  	Registered	  	N/A
					
	CLOVER LEAF & DESIGN	  	Sweden	  	105471	  	Registered	  	March 8, 1963
					
	CLOVER LEAF & DESIGN	  	Switzerland	  	313658	  	Registered	  	February 11, 1982
					
	BEE design	  	Trinidad & Tobago	  	35985	  	Registered	  	September 29, 2005
					
	BUMBLE BEE	  	Trinidad & Tobago	  	35984	  	Registered	  	September 1, 2005
					
	BRUNSWICK & BOAT DESIGN	  	Turkey	  	2005 25317	  	Registered	  	September 23, 2003
					
	BRUNSWICK	  	Turks & Caicos	  	11405	  	Registered	  	December 16, 1996
					
	BRUNSWICK & BOAT DESIGN	  	Ukraine	  	24231	  	Registered	  	April 15, 2002
					
	FAIRHAVEN	  	Ukraine	  	24232	  	Registered	  	April 15, 2002
					
	CLOVER LEAF & DESIGN	  	United Kingdom	  	746463	  	Registered	  	September 28, 1955
					
	CLOVER LEAF BRAND	  	United Kingdom	  	721157	  	Registered	  	August 24, 1953
					
	CLOVER LEAF BRAND & DESIGN	  	United Kingdom	  	721158	  	Registered	  	August 24, 1953
					
	RED ROSE BRAND & DESIGN	  	United Kingdom	  	791567	  	Registered	  	June 2, 1959
					
	BANQUET	  	Antigua & Barbuda	  	5349	  	Registered	  	N/A
					
	BRUNSWICK	  	Antigua & Barbuda	  	3821	  	Registered	  	March 21, 1996
					
	FAIRHAVEN	  	Antigua & Barbuda	  	5352	  	Registered	  	April 21, 1998
					
	BRUNSWICK	  	Argentina	  	2,624,877	  	Registered	  	October 3, 1997









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration
Number
	  	 Status
	  	 Registration
Date

	BANQUET	  	Bahamas	  	19670	  	Registered	  	June 9, 1997
					
	BRUNSWICK	  	Bahamas	  	17040	  	Registered	  	January 4, 1995
					
	FAIRHAVEN	  	Bahamas	  	19669	  	Registered	  	June 9, 1997
					
	BRUNSWICK	  	Bolivia	  	819676276	  	Registered	  	August 3, 1999
					
	BRUNSWICK	  	Brazil	  	819676276	  	Registered	  	August 3, 1999
					
	BRUNSWICK	  	Curacao	  	18650	  	Registered	  	
					
	BEACH CLIFF	  	Dominican Republic	  	84781	  	Registered	  	July 15, 1996
					
	BEACH CLIFF	  	Dominican Republic	  	84777	  	Registered	  	July 15, 1996
					
	BRUNSWICK	  	Dominican Republic	  	81668	  	Registered	  	January 15, 1996
					
	BRUNSWICK	  	Dominican Republic	  	1781-322A	  	Registered	  	N/A
					
	BRUNSWICK	  	Fiji	  	250/98	  	Registered	  	May 7, 1998
					
	BRUNSWICK & BOAT DESIGN	  	France	  	98758 254	  	Registered	  	April 16, 1999
					
	BRUNSWICK & BOAT DESIGN	  	Hong Kong	  	2001B00903	  	Registered	  	July 28, 1998
					
	BRUNSWICK & BOAT DESIGN	  	Indonesia	  	446966	  	Registered	  	N/A
					
	BRUNSWICK & BOAT DESIGN	  	Myanmar	  	4/5166/1998	  	Registered	  	March 26, 1999
					
	BRUNSWICK	  	Netherlands Antilles	  	03488	  	Registered	  	June 22, 1995
					
	BRUNSWICK	  	Poland	  	120158	  	Registered	  	April 18, 2000
					
	FAIRHAVEN	  	Poland	  	Z193484	  	Registered	  	November 19, 2001
					
	BRUNSWICK	  	Puerto Rico	  	37157	  	Registered	  	September 25, 1995
					
	BRUNSWICK & BOAT DESIGN	  	Romania	  	35886	  	Registered	  	N/A
					
	BRUNSWICK	  	Saint Kitts & Nevis	  	4322	  	Registered	  	June 22, 1995
					
	BANQUET	  	Saint Lucia	  	100/1997	  	Registered	  	N/A
					
	BRUNSWICK	  	Saint Lucia	  	183/1995	  	Registered	  	N/A
					
	FAIRHAVEN	  	Saint Lucia	  	101/1997	  	Registered	  	N/A
					
	BRUNSWICK	  	South Africa	  	96/15658	  	Registered	  	November 4, 1996









									
	 Mark Name
	  	 Jurisdiction
	  	 Registration
Number
	  	 Status
	  	 Registration
Date

	JUTLAND	  	South Africa	  	96/15659	  	Registered	  	November 4, 1996
					
	BRUNSWICK & BOAT DESIGN	  	South Korea	  	197970449727	  	Registered	  	June 22, 1999
					
	BRUNSWICK	  	Suriname	  	15.261	  	Registered	  	November 18, 1996
					
	BANQUET	  	Trinidad & Tobago	  	27072	  	Registered	  	August 27, 1925
					
	BRUNSWICK	  	Trinidad & Tobago	  	35 of 1925	  	Registered	  	August 27, 1925
					
	FAIRHAVEN	  	Trinidad & Tobago	  	27216	  	Registered	  	July 20, 1997
					
	BRUNSWICK & BOAT DESIGN	  	Turks & Caicos	  	N/A	  	Registered	  	December 16, 1996
					
	BRUNSWICK	  	United Kingdom	  	2031724A	  	Registered	  	August 29, 1997
					
	BRUNSWICK & BOAT DESIGN	  	United Kingdom	  	2031724B	  	Registered	  	September 26, 1997
					
	BRUNSWICK	  	Uruguay	  	296219	  	Registered	  	March 23, 1998
					
	BRUNSWICK	  	Venezuela	  	P-214045	  	Registered	  	September 10, 1999
					
	BRUNSWICK & BOAT DESIGN	  	Vietnam	  	33336	  	Registered	  	October 29, 1998
					
	BRUNSWICK	  	China	  	N/A	  	Filed	  	N/A
					
	BRUNSWICK SELECTA	  	Guatemala	  	N/A	  	Filed	  	N/A
					
	BRUNSWICK & BOAT DESIGN	  	Malaysia	  	98012257	  	Filed	  	N/A
					
	BRUNSWICK BOAT DESIGN	  	Sri Lanka	  	N/A	  	Filed	  	N/A
					
	BEACH CLIFF	  	Jamaica	  	N/A	  	Filed	  	N/A

 DOMAIN NAMES 

 

							
	 Domain
	  	 Registrar
	  	 Holder
	  	 Registration Date

	bumblebee.com	  	Markmonitor.com	  	Bumble Bee Foods LLC	  	August 24, 1995
				
	bumblebeefoods.org	  	Alldomains.com	  	Bumble Bee Foods LLC	  	June 20, 2005
				
	bumblebeefoods.cc	  	Alldomains.com	  	Bumble Bee Foods LLC	  	July 22, 2005









							
				
	bumblebeefoods.biz	  	Alldomains.com	  	Bumble Bee Foods LLC	  	June 20, 2005
				
	bumblebeefoods.com	  	Alldomains.com	  	Bumble Bee Foods LLC	  	June 20, 2005
				
	bumblebeefoods.net	  	Alldomains.com	  	Bumble Bee Foods LLC	  	June 20, 2005
				
	Bumblebeefoods.us	  	Alldomains.com	  	Bumble Bee Foods LLC	  	June 20, 2005
				
	cloverleafsalmon.com	  	Markmonitor.com	  	Bumble Bee Foods LLC	  	March 21, 2000
				
	clover-leaf.ca	  	Arvic Search Services Inc.	  	Bumble Bee Seafoods Inc.	  	December 4, 2000
				
	Cloverleaffish.ca	  	Arvic Search Services Inc.	  	Bumble Bee Seafoods Inc.	  	December 1, 2000
				
	cloverleafsalmon.ca	  	Arvic Search Services Inc.	  	Bumble Bee Seafoods Inc.	  	December 1, 2000
				
	Cloverleafseafoods.ca	  	Arvic Search Services Inc.	  	Bumble Bee Seafoods Inc.	  	December 1, 2000
				
	Cloverleaftuna.ca	  	Arvic Search Services Inc.	  	Bumble Bee Seafoods Inc.	  	December 1, 2000
				
	clover-leaf.com	  	Markmonitor.com	  	Bumble Bee Foods LLC	  	March 21, 2000
				
	Cloverleaffish.com	  	Markmonitor.com	  	Bumble Bee Foods LLC	  	March 21, 2000
				
	Cloverleafseafoods.com	  	Markmonitor.com	  	Bumble Bee Foods LLC	  	March 21, 2000
				
	Cloverleaftuna.com	  	Markmonitor.com	  	Bumble Bee Seafoods Inc.	  	March 21, 2000
				
	snows.com	  	NetworkSolutions.com	  	Castleberry’s Food Company	  	April 21, 1996








 SCHEDULE 6(l) 

CONTROLLED ACCOUNT BANKS 
 USD

 Bank of America - Connecticut 

BUMBLE BEE FOODS LLC BLOCKED ACCT 
 9429224382

 Lock Box 90335 AR 
 Bank of America
- Connecticut 
 BUMBLE BEE FOODS, LLC MASTER 

9429224497 
 Master Operating 

WELLS FARGO BK INTL 
 K.C.R. Fisheries LTD

 CAD Depository and Disbursement 

ROYAL BANK OF CANADA 
 K.C.R. Fisheries LTD

 CAD Depository and Disbursement 

WELLS FARGO BK INTL 
 Connors Bros. Clover Leaf
Seafoods Co (depository) 
 CAD Depository 

ROYAL BANK OF CANADA 
 Connors Bros. Clover Leaf
Seafoods Co (depository) 
 CAD Depository 

WELLS FARGO BK, N.A. 
 Clover Leaf USD DDA
Restricted 
 Restricted Depository 

ROYAL BANK OF CANADA 
 Connors Bros. Clover Leaf
USD (depository) 
 USD Depository 

WELLS FARGO BK, N.A. 
 Clover Leaf USD DDA
Operating 
 Operating 
 WELLS FARGO
BK, N.A. 
 KCR USD DDA 
 USD Depository
and Disbursement 







 SCHEDULE 7 

OWNED REAL PROPERTY 
  

					
	 Property
	  	 Owner

	 2521 Packenham Drive Violet

8 certain lots situated in Section 7

Township 13 South
 Range 13 East

St. Bernard Parish, Louisiana

70092-3105
 - and-

2521 Packenham Drive Violet
 2 parcels comprised
of 2 certain lots situated in
 Section 7 Township 12 South

Range 13 East
 St. Bernard Parish,
Louisiana
 70092-3105
	  	Bumble Bee Foods, LLC
		
	 200 Main Street, Prospect Harbor,

Hancock County,
 Maine, USA

04669-5007
	  	Bumble Bee Foods, LLC
		
	 Spuds Factory
 1697
Olive Road
 Augusta, Georgia
 USA
30904-4984
	  	Bumble Bee Holdings, Inc.
		
	 Castleberry Facility

1621 / 1577 / 1565 / 1600 / 1570 15th Street

Augusta, Georgia
 30901-6999

USA
	  	Bumble Bee Holdings, Inc.
		
	 Cape May Facility

994 Ocean Drive
 Cape May, New Jersey

USA 08204-5400
	  	Bumble Bee Foods, LLC
		
	 Puerto Rico Production Facility - Tuna Canning Plant

Carr 64 #3075. Algarrobos Ward, Zona Portauria, Mayaguez

Puerto Rico 00682
	  	Bumble Bee Acquisition (PR), LP
			
	PID 01242791	  	Frye Island, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 01238070	  	Leavitts Head Road, NB	  	Connors Bros. Clover Leaf Seafoods Company









					
			
	PID 15011620	  	Bliss Island, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15010440	  	Leavitts Head Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 01235407	  	127 Highway, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15000383	  	Foleys Cove Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15152523	  	Deadmans Harbour Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15152416	  	Deadmans Harbour Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15086192	  	Connors Lane, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 01255751	  	Wellington Rd Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15075187	  	Wallace Cove Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15091853	  	Wellington Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15092604	  	Wellington Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15029093	  	Blacks Harbor Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15032402	  	Wellington Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15040207	  	Wallace Cove Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 01226075	  	Wallace Cove Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15152283	  	Blacks Harbour Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15152275	  	Blacks Harbour Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15152267	  	316 Main Street, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15148968	  	Wallace Cove Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15053416	  	Toonerville Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 01223692	  	Wellington Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15001613	  	9 Sunrise Street, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15001183	  	Wallace Cove Road, NB	  	Connors Bros. Clover Leaf Seafoods Company









					
			
	PID 15001175	  	French Village Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15152457	  	Blacks Harbour Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15151574	  	Brunswick Street, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15151442	  	Wallace Cove Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15152382	  	Blacks Harbour Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15152374	  	Willow Court, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15152317	  	Blacks Harbour Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15152309	  	48 Brunswick Street, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15152291	  	10 Brunswick Street, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15162126	  	Wellington Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15158223	  	Brunswick Street, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15158215	  	Brunswick Street, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15156235	  	Brunswick Street, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15156227	  	Brunswick Street, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15152572	  	381 Main Street, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15152481	  	Wallace Cove Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 01219476	  	Wellington Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 01219120	  	Blacks Harbour Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 01226091	  	694 Main Street, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15032394	  	Wellington Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15039001	  	Foleys Cove Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 01293448	  	79 King Street, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 01292127	  	59 King Street, NB	  	Connors Bros. Clover Leaf Seafoods Company









					
			
	PID 01341031	  	Upper Lake Utopia Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15011612	  	Lime Kiln Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15066319	  	Munroe Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 01221043	  	59 Jackson Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15173800	  	1 Highway, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15170996	  	C K Justason Lane, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15170988	  	C K Justason Lane, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 01337245	  	Beaver Harbour Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15002488	  	Blacks Harbour Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15000672	  	C K Justason Lane, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15000151	  	Route 1, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 01220995	  	Mealey Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15098981	  	Southern Wolf Island, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15181084	  	Upper Lake Utopia Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15181092	  	Upper Lake Utopia Road, NB	  	Connors Bros. Clover Leaf Seafoods Company
			
	PID 15181100	  	Upper Lake Utopia Road, NB	  	Connors Bros. Clover Leaf Seafoods Company








 SCHEDULE 8 

LIST OF UNIFORM COMMERCIAL CODE FILING JURISDICTIONS 
  

			
	 Grantor
	  	 Jurisdictions

		
	BB Acquisition (PR), L.P.	  	Delaware
		
	Bumble Bee Capital Corp.	  	Delaware
		
	Bumble Bee Foods, LLC	  	Delaware
		
	Clover Leaf Dutch Holdings LLC	  	Delaware
		
	Connors Bros. Holdings, L.P.	  	Delaware
		
	Stinson Seafood (2001), Inc.	  	Delaware
		
	Bumble Bee Holdings, Inc.	  	Georgia
		
	6162410 Canada Limited	  	Washington DC
		
	Bumble Bee International (PR), Inc.	  	Washington DC
		
	Clover Leaf Holdings Company	  	Washington DC
		
	Connors Bros. Clover Leaf Seafoods Company	  	Washington DC
		
	K.C.R. Fisheries, Ltd.	  	Washington DC
		
	All Grantors	  	United States Patent and Trademark Office
		
	All Grantors	  	United States Copyright Office








 ***ANNEX 1 TO SECURITY AGREEMENT 

FORM OF SUPPLEMENT 

Supplement No.      (this “Supplement”) dated as of
                    , to the Security Agreement dated as of December 17 2009 (as amended, restated, supplemented or otherwise modified from time
to time, the “Security Agreement”) by each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors”
and each individually “Grantor”) and Deutsche Bank Trust Company Americas, in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity,
“Agent”). 
 W I T N E S S E T H: 

 WHEREAS, pursuant to that certain Indenture, dated as of December 17, 2009 (the “Indenture”) the
Issuers issued $220,000,000 aggregate principal amount of 7.75% Senior Secured Notes due 2015 (together with any Additional Notes and Exchange Notes, the “Notes”); and 

WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Security
Agreement or the Indenture; and 
 WHEREAS, Grantors have entered into the Security Agreement in order to induce the Noteholders
to purchase the Notes; and 
 WHEREAS, pursuant to Section 4.17 of the Indenture, new direct or indirect
Subsidiaries of the Grantors, must execute and deliver certain Security Documents, including the Security Agreement, and the execution of the Security Agreement by the undersigned new Grantor or Grantors (collectively, the “New
Grantors”) may be accomplished by the execution of this Supplement in favor of Agent, for the benefit of the Secured Parties; 

NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, each New Grantor hereby agrees as follows: 
 1. In accordance with Section 24 of the
Security Agreement, each New Grantor, by its signature below, becomes a “Grantor” under the Security Agreement with the same force and effect as if originally named therein as a “Grantor” and each New Grantor hereby
(a) agrees to all of the terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b) represents and warrants that the representations and warranties made by it as a “Grantor”
thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, each New Grantor, as security for the payment and performance in full of the Secured Obligations, does hereby grant, assign, and pledge to Agent, for the
benefit of the Secured Parties, a security interest in and security title to all assets of such New Grantor including, all property of the type described in Section 2 of the Security Agreement to secure the full and prompt payment of the
Secured Obligations, including, any interest thereon, plus reasonable attorneys’ fees and expenses if the Secured Obligations represented by the Security Agreement are collected by law, through an attorney-at-law, or under advice therefrom.
Schedule 1, “Commercial Tort Claims”, Schedule 2, “Copyrights”, Schedule 3, “Intellectual Property Licenses”, Schedule 4, “Patents”, Schedule 5, “Pledged
Companies”, Schedule 6, “Trademarks”, Schedule 6(l), “Controlled Account Banks”, Schedule 7, “Owned Real Property”, Schedule 8, “List of Uniform Commercial Code Filing
Jurisdictions”, and Schedule 9, “Motor Vehicles” attached hereto supplement Schedule 1, Schedule 2, Schedule 3, Schedule 4, Schedule 5, Schedule 6, Schedule 6(l), Schedule
7, Schedule 8, and Schedule 9 respectively, to the Security Agreement and shall be deemed a part thereof for all purposes of the Security Agreement. Each reference to a “Grantor” in the Security Agreement shall be deemed
to include each New Grantor. The Security Agreement is incorporated herein by reference. 







 2. Each New Grantor represents and warrants to Agent, the Secured Parties that this
Supplement has been duly executed and delivered by such New Grantor and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in
equity). 
 3. This Supplement may be executed in multiple counterparts, each of which shall be deemed to be an original, but
all such separate counterparts shall together constitute but one and the same instrument. Delivery of a counterpart hereof by facsimile transmission or by e-mail transmission shall be as effective as delivery of a manually executed counterpart
hereof. 
 4. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect. 

5. This Supplement shall be construed in accordance with and governed by the laws of the State of New York, without regard to the
conflict of laws principles thereof. 
 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 

 

 Annex 1-2 








 IN WITNESS WHEREOF, each New Grantor and Agent have duly executed this Supplement to the
Security Agreement as of the day and year first above written. 
  

					
	NEW GRANTORS:	 	[Name of New Grantor]
			
		 	By:	 	  

		 		 	Name:
		 		 	Title:
		
		 	[Name of New Grantor]
			
		 	By:	 	  

		 		 	Name:
		 		 	Title:
		
	AGENT:	 	DEUTSCHE BANK TRUST COMPANY
		 	AMERICAS, as Agent
			
		 	By:	 	Deutsche Bank National Trust Company
			
		 	By:	 	  

		 		 	Name:
		 		 	Title:
			
		 	By:	 	  

		 		 	Name:
		 		 	Title:

 SUPPLEMENT TO SECURITY AGREEMENT








 EXHIBIT A 

COPYRIGHT SECURITY AGREEMENT 

This COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this      day of
                    , 20    , among Grantors listed on the signature pages hereof (collectively, jointly and severally,
“Grantors” and each individually “Grantor”), and Deutsche Bank Trust Company Americas, in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such
capacity, “Agent”). 
 W I T N E S S E T
H: 
 WHEREAS, pursuant to that certain Indenture, dated as of December 17, 2009 (the
“Indenture”) the Issuers are issuing $220,000,000 aggregate principal amount of 7.75% Senior Secured Notes due 2015 (together with any Additional Notes and Exchange Notes, the “Notes”); 

WHEREAS, the Noteholders are willing to purchase the Notes, but only upon the condition, among others, that the Grantor shall have
executed and delivered to the Agent, for the benefit of the Secured Parties, that certain Security Agreement, dated as of December 17, 2009 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated,
supplemented or otherwise modified, the “Security Agreement”); and 
 WHEREAS, pursuant to the Security
Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Secured Parties, this Copyright 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, 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 or the Indenture. 

2. GRANT OF SECURITY INTEREST IN COPYRIGHT COLLATERAL. Each Grantor hereby grants to Agent, for the benefit of the Secured
Parties, a continuing third priority (subject to Permitted Collateral Liens) security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired
(collectively, the “Copyright Collateral”): 
 (a) all of such Grantor’s Copyrights and Copyright Intellectual
Property Licenses to which it is a party including those referred to on Schedule I hereto, subject to the last paragraph of Section 2 of the Security Agreement; and 

(b) all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future
infringement of any Copyright or any Copyright licensed under any Intellectual Property License. 
 3. SECURITY FOR
OBLIGATIONS. This Copyright Security Agreement and the Security Interest created hereby secures the payment and performance of all the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the
foregoing, this Copyright Security Agreement secures the payment of all amounts which constitute part of the Obligations and would be owed by Grantors, or any of them, to Agent, the Secured Parties, or any of them, whether or not they are
unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Grantor. 
  

 A-1 








 4. SECURITY AGREEMENT. The security interests granted pursuant to this Copyright
Security Agreement are granted in conjunction with the security interests granted to Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of
Agent with respect to the security interest in the Copyright 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. AUTHORIZATION TO SUPPLEMENT. Grantors shall give Agent (i) prompt notice in writing of any additional United
States copyright registrations issued after the date hereof, and (ii) notice in writing of any additional applications for United States copyright registrations at least 3 Business Days prior to the filing of such applications. Grantors hereby
authorize Agent unilaterally to modify this Agreement by amending Schedule I to include any future United States registered copyrights or applications therefor of Grantors. Notwithstanding the foregoing, no failure to so modify this Copyright
Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I. 

6. COUNTERPARTS. This Copyright Security Agreement may be executed in any number of counterparts, each of which shall be deemed to
be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Copyright Security Agreement or any other Security Document in any judicial proceedings, it shall not be necessary to
produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.

 7. CONSTRUCTION. Unless the context of this Copyright Security Agreement or any other Security Document clearly
requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise
indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Copyright Security Agreement or any other Security
Document refer to this Copyright Security Agreement or such other Security Document, as the case may be, as a whole and not to any particular provision of this Copyright Security Agreement or such other Security Document, as the case may be.
Section, subsection, clause, schedule, and exhibit references herein are to this Copyright Security Agreement unless otherwise specified. Any reference in this Copyright Security Agreement or in any other Security Document to any agreement,
instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such
alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein or in any other Security Document to the satisfaction or repayment in full of the
Obligations shall mean the repayment in full in cash of all Obligations other than unasserted contingent indemnification Obligations that are not required by the provisions of the Indenture to be repaid. Any reference herein to any Person shall be
construed to include such Person’s successors and assigns. Any requirement of a writing contained herein or in any other Security Document shall be satisfied by the transmission of a Record and any Record so transmitted shall constitute a
representation and warranty as to the accuracy and completeness of the information contained therein. 
 [signature page follows]

  

 A-2 








 IN WITNESS WHEREOF, each Grantor has caused this Copyright Security Agreement to be executed
and delivered by its duly authorized officer as of the date first set forth above. 
  

			
	  

		
	By:	 	  

		 	Name:
		 	Title:
	
	  

	
	  

		
	By:	 	  

		 	Name:
		 	Title:
	
	ACCEPTED AND ACKNOWLEDGED BY:
	
	DEUTSCHE BANK TRUST COMPANY
	AMERICAS, as Agent
		
	By:	 	Deutsche Bank National Trust Company
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:


 COPYRIGHT SECURITY AGREEMENT








 SCHEDULE I 

TO 

COPYRIGHT SECURITY AGREEMENT 

COPYRIGHT REGISTRATIONS 

 

									
	 Grantor
	  	 Country
	  	 Copyright
	  	 Registration No.
	  	 Registration Date

		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

 Copyright Licenses 

 

 SCHED I-1 








 EXHIBIT B 

PATENT SECURITY AGREEMENT 

This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this      day of
                    , 20    , among the Grantors listed on the signature pages hereof (collectively, jointly and severally,
“Grantors” and each individually “Grantor”), and Deutsche Bank Trust Company Americas, in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such
capacity, “Agent”). 
 W I T N E S S E T
H: 
 WHEREAS, pursuant to that certain Indenture, dated as of December 17, 2009 (the
“Indenture”) the Issuers are issuing $220,000,000 aggregate principal amount of 7.75% Senior Secured Notes due 2016 (together with any Additional Notes and Exchange Notes, the “Notes”); 

WHEREAS, the Noteholders are willing to purchase the Notes, but only upon the condition, among others, that the Grantor shall have
executed and delivered to the Agent, for the benefit of the Secured Parties, that certain Security Agreement, dated as of December 17, 2009 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated,
supplemented or otherwise modified, the “Security Agreement”); and 
 WHEREAS, pursuant to the Security
Agreement, Grantors are required to execute and deliver to Agent, for the benefit of the Secured Parties, this Patent 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, each Grantor hereby agrees as follows: 
 1. DEFINED TERMS. All
capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or the Indenture. 

2. GRANT OF SECURITY INTEREST IN PATENT COLLATERAL. Each Grantor hereby grants to Agent, for the benefit of the Secured Parties, a
continuing third priority (subject to Permitted Collateral Liens) security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired (collectively,
the “Patent Collateral”): 
 (a) all of its Patents and Patent Intellectual Property Licenses to which it is a
party including those referred to on Schedule I hereto, subject to the last paragraph of Section 2 of the Security Agreement; 

(b) all reissues, reexaminations, continuations, divisionals, continuations in part, or extensions of the foregoing; and 

(c) all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future
infringement of any Patent or any Patent licensed under any Intellectual Property License. 
  

 B-1 








 3. SECURITY FOR OBLIGATIONS. This Patent Security Agreement and the Security Interest
created hereby secures the payment and performance of all the Secured Obligations, whether now existing or arising hereafter. Without limiting the generality of the foregoing, this Patent Security Agreement secures the payment of all amounts which
constitute part of the Obligations and would be owed by Grantors, or any of them, to Agent, the Secured Parties, or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any
Grantor. 
 4. SECURITY AGREEMENT. The security interests granted pursuant to this Patent Security Agreement are granted
in conjunction with the security interests granted to Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of Agent with respect to the security
interest in the Patent 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. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new patentable inventions or become entitled to the
benefit of any patent application or patent for any reissue, reexamination, division, or continuation (in whole or in part), of any patent, the provisions of this Patent Security Agreement shall automatically apply thereto. Grantors shall give
prompt notice in writing to Agent with respect to any such new patent rights. Without limiting Grantors’ obligations under this Section, Grantors hereby authorize Agent unilaterally to modify this Agreement by amending Schedule I to
include any such new patent rights of Grantors. Notwithstanding the foregoing, no failure to so modify this Patent Security Agreement or amend Schedule I shall in any way affect, invalidate or detract from Agent’s continuing security
interest in all Collateral, whether or not listed on Schedule I. 
 6. COUNTERPARTS. This Patent Security
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Patent Security Agreement or any
other Security Document in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a party by facsimile
transmission or by e-mail transmission shall be deemed an original signature hereto. 
 7. CONSTRUCTION. Unless the
context of this Patent Security Agreement or any other Security Document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and
“including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,”
“hereunder,” and similar terms in this Patent Security Agreement or any other Security Document refer to this Patent Security Agreement or such other Security Document, as the case may be, as a whole and not to any particular provision of
this Patent Security Agreement or such other Security Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Patent Security Agreement unless otherwise specified. Any reference in this Patent
Security Agreement or in any other Security Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto
and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein or in any other
Security Document to the satisfaction or repayment in full of the Obligations shall mean the repayment in full in cash of all Obligations other than unasserted contingent indemnification Obligations that are not required by the provisions of the
Indenture to be repaid. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein or in any other Security Document shall be satisfied by the
transmission of a Record and any Record so transmitted shall constitute a representation and warranty as to the accuracy and completeness of the information contained therein. 

 

 B-2 








 [signature page follows] 

 

 B-3 








 IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be executed
and delivered by its duly authorized officer as of the date first set forth above. 
  

			
	  

		
	By:	 	  

		 	Name:
		 	Title:
	
	  

		
	By:	 	  

		 	Name:
		 	Title:
	
	ACCEPTED AND ACKNOWLEDGED BY:
	
	DEUTSCHE BANK TRUST COMPANY
	AMERICAS, as Agent
		
	By:	 	Deutsche Bank National Trust Company
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:


 PATENT SECURITY AGREEMENT








 EXHIBIT C 

PLEDGED INTERESTS ADDENDUM 

This Pledged Interests Addendum, dated as of
                    , 20    , is delivered pursuant to Section 6 of the Security Agreement referred to below. The
undersigned hereby agrees that this Pledged Interests Addendum may be attached to that certain Security Agreement, dated as of December 17, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Security
Agreement”), made by the undersigned, together with the other Grantors named therein, to Deutsche Bank Trust Company Americas, as Agent. Initially capitalized terms used but not defined herein shall have the meaning ascribed to such terms
in the Security Agreement or the Indenture. The undersigned hereby agrees that the additional interests listed on this Pledged Interests Addendum as set forth below shall be and become part of the Pledged Interests pledged by the undersigned to the
Agent in the Security Agreement and any pledged company set forth on this Pledged Interests Addendum as set forth below shall be and become a “Pledged Company” under the Security Agreement, each with the same force and effect as if
originally named therein. 
 The validity of this Pledged Interests Addendum, the construction, interpretation and enforcement
hereof, and the rights of the parties hereto with respect to all matters arising hereunder or related hereto shall be determined under, governed by and construed in accordance with the laws of the State of New York. 

The undersigned hereby certifies that the representations and warranties set forth in Section 5 of the Security Agreement of the
undersigned are true and correct as to the Pledged Interests listed herein on and as of the date hereof. 
  

			
	[                            
                            ]
		
	By:	 	  

	
	  

	Title:


  

 C-1 

PLEDGED INTERESTS ADDENDUM 









											
	 Name of Grantor
	  	 Name of Pledged
Company
	  	 Number of
Shares/Units
	  	 Class of
Interests
	  	 Percentage of
Class Owned
	  	 Certificate
Nos.

		  		  		  		  		  	
		  		  		  		  		  	

  

 C-2 

PLEDGED INTERESTS ADDENDUM 








 EXHIBIT D 

TRADEMARK SECURITY AGREEMENT 

This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this      day of
                    , 20    , among Grantors listed on the signature pages hereof (collectively, jointly and severally,
“Grantors” and each individually “Grantor”), and Deutsche Bank Trust Company Americas, in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such
capacity, “Agent”). 
 W I T N E S S E T
H: 
 WHEREAS, pursuant to that certain Indenture, dated as of December 17, 2009 (the
“Indenture”) the Issuers are issuing $220,000,000 aggregate principal amount of 7.75% Senior Secured Notes due 2015 (together with any Additional Notes and Exchange Notes, the “Notes”); 

WHEREAS, the Noteholders are willing to purchase the Notes, but only upon the condition, among others, that the Grantor shall have
executed and delivered to the Agent, for the benefit of the Secured Parties, that certain Security Agreement, dated as of December 17, 2009 (including all annexes, exhibits or schedules thereto, as from time to time amended, restated,
supplemented or otherwise modified, the “Security Agreement”); and 
 WHEREAS, pursuant to the Security
Agreement, Grantors are required to execute and deliver to 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, each Grantor hereby agrees as follows: 
 1. DEFINED TERMS. All
capitalized terms used but not otherwise defined herein have the meanings given to them in the Security Agreement or the Indenture. 

2. GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby grants to Agent, for the benefit of the Secured
Parties, a continuing third priority (subject to Permitted Collateral Liens) security interest in all of such Grantor’s right, title and interest in, to and under the following, whether presently existing or hereafter created or acquired
(collectively, the “Trademark Collateral”): 
 (a) all of its Trademarks (other than intent-to-use applications
to which no verified statement of use has been filed) and Trademark Intellectual Property Licenses to which it is a party including those referred to on Schedule I hereto, subject to the last paragraph of Section 2 of the Security Agreement;

 (b) all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark Intellectual
Property License; and 
 (c) all products and proceeds of the foregoing, including any claim by such Grantor against third
parties for past, present or future (i) infringement or dilution of any Trademark or any Trademark licensed under any Intellectual Property License or (ii) injury to the goodwill associated with any Trademark or any Trademark licensed
under any Intellectual Property License. 
  

 D-1 








 3. SECURITY FOR OBLIGATIONS. This Trademark Security Agreement and the Security
Interest created hereby secures the payment and performance of all the Secured 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 Grantors, or any of them, to Agent, the Secured Parties, or any of them, whether or not they are unenforceable or not allowable due to the existence of an Insolvency Proceeding
involving any Grantor. 
 4. SECURITY AGREEMENT. The security interests granted pursuant to this Trademark Security
Agreement are granted in conjunction with the security interests granted to Agent, for the benefit of the Secured Parties, pursuant to the Security Agreement. Each Grantor hereby acknowledges and affirms that the rights and remedies of 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. AUTHORIZATION TO SUPPLEMENT. If any Grantor shall obtain rights to any new trademarks, the provisions of this Trademark
Security Agreement shall automatically apply thereto. Grantors shall give prompt notice in writing to Agent with respect to any such new trademarks or renewal or extension of any trademark registration. Without limiting Grantors’ obligations
under this Section, Grantors hereby authorize Agent unilaterally to modify this Agreement by amending Schedule I to include any such new trademark rights of Grantors. 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 Agent’s continuing security interest in all Collateral, whether or not listed on Schedule I. 

6. COUNTERPARTS. This Trademark Security Agreement may be executed in any number of counterparts, each of which shall be deemed to
be an original, but all such separate counterparts shall together constitute but one and the same instrument. In proving this Trademark Security Agreement or any other Security Document in any judicial proceedings, it shall not be necessary to
produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Any signatures delivered by a party by facsimile transmission or by e-mail transmission shall be deemed an original signature hereto.

 7. CONSTRUCTION. Unless the context of this Trademark Security Agreement or any other Security Document clearly
requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise
indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Trademark Security Agreement or any other Security
Document refer to this Trademark Security Agreement or such other Security Document, as the case may be, as a whole and not to any particular provision of this Trademark Security Agreement or such other Security Document, as the case may be.
Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Trademark Security Agreement or in any other Security Document to any agreement, instrument, or document
shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments,
changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein or in any other Security Document to the satisfaction or repayment in full of the Obligations shall mean the
repayment in full in cash of all Obligations other than unasserted contingent indemnification Obligations that are not required by the provisions of the Indenture to be repaid. Any reference herein to any Person shall be construed to include such
Person’s successors and assigns. Any requirement of a writing contained herein or in any other Security Document shall be satisfied by the transmission of a Record and any Record so transmitted shall constitute a representation and warranty as
to the accuracy and completeness of the information contained therein. 
  

 D-2 








 [signature page follows] 

 

 D-3 








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

			
	  

		
	By:	 	  

		 	Name:
		 	Title:
	
	  

		
	By:	 	  

		 	Name:
		 	Title:
	
	ACCEPTED AND ACKNOWLEDGED BY:
	
	DEUTSCHE BANK TRUST COMPANY
	AMERICAS, as Agent
		
	By:	 	Deutsche Bank National Trust Company
		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:


 TRADEMARK SECURITY AGREEMENT








 SCHEDULE I 

to 

TRADEMARK SECURITY AGREEMENT 

Trademark Registrations/Applications 
  

									
	 Grantor
	  	 Country
	  	 Mark
	  	 Application/
Registration No.
	  	 App/Reg Date

		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	

 Trade Names 

Common Law Trademarks 

Trademarks Not Currently In Use 

Trademark Licenses 
  

 Sched. I-1 








 EXHIBIT E TO 

SECURITY AGREEMENT 

FORM OF ADDITIONAL PARI PASSU JOINDER AGREEMENT 

The undersigned is the agent for Persons wishing to become “Secured Parties” (the “New Secured Parties”) under the
Security Agreement, dated as of December 17, 2009 (as amended and/or supplemented, the “Security Agreement” (terms used without definition herein have the meanings assigned to such terms by the Security Agreement)) among the Issuers,
the other Grantors party thereto and Deutsche Bank Trust Company Americas, as agent (the “Agent”). 
 In consideration
of the foregoing, the undersigned hereby: 
 (i) represents that it has been authorized by the New Secured Parties to become a
party to the Security Agreement on behalf of the New Secured Parties under that [DESCRIBE OPERATIVE AGREEMENT] (the “New Secured Obligations”) and to act as the Additional Pari Passu Agent for the New Secured Parties hereunder; 

(ii) acknowledges that the New Secured Parties have received a copy of the Security Agreement and the Intercreditor Agreement;

 (iii) irrevocably appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers
under the Security Agreement and the other Security Documents as are delegated to the Agent by the terms thereof, together with all such powers as are reasonably incidental thereto; and 

(iv) accepts and acknowledges the terms of the Security Agreement and Intercreditor Agreement applicable to it and the New Secured
Parties and agrees to serve as Additional Pari Passu Agent for the New Secured Parties with respect to the New Secured Obligations and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms of the Security
Agreement, the other Security Documents and the Intercreditor Agreement applicable to holders of Obligations, with all the rights and obligations of a Secured Party thereunder and bound by all the provisions thereof as fully as if it had been a
Secured Party on the effective dates of the Security Agreement and the Intercreditor Agreement. 
 The name and address of the
representative for purposes of Section 7.02 of the Security Agreement are as follows: 
 [name and address of Additional
Pari Passu Agent] 
 The Agent, by acknowledging and agreeing to this Additional Pari Passu Joinder Agreement, accepts the
appointment set forth in clause (iii) above. 
 THIS ADDITIONAL PARI PASSU JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK 
  

 Sched. I-1 








 IN WITNESS WHEREOF, the undersigned has caused this Additional Pari Passu Joinder Agreement
to be duly executed by its authorized officer as of the                      day of 20    . 

 

							
		 		 	[NAME]
				
		 		 	By:	 	  

		 		 		 	Name:
		 		 		 	Title:
	Acknowledged and Agreed	 		 	
			
	Deutsche Bank Trust Company Americas,	 		 	
	    as Agent	 		 	
				
	By:	 	  
	 		 	
		 	Name:	 		 	
		 	Title:	 		 	
			
	[                    ] a
[                    ]	 		 	
	 [                    ] a
[                    ]

    each as Grantor
	 		 	
				
	By:	 	  
	 		 	
		 	Name:	 		 	
		 	Title:	 		 	

 TRADEMARK SECURITY AGREEMENT