exhibit10-20.htm



Exhibit 10.20


 


TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT


 


This TRADEMARK COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT (this “Agreement”), dated as of March 5, 2010, made by VITACUBE SYSTEMS, INC., a Colorado corporation (the “Grantor,” and a wholly owned subsidiary of XELR8 Holdings, Inc. (“Parent”)), in favor of HUDSON ASSET PARTNERS, LLC, a Delaware limited liability company, as Collateral Agent (“Agent”).


 


Capitalized terms not otherwise defined herein have the meaning set forth in the Security Agreement, dated as of March 5, 2010, between Grantor, Parent, Agent and certain other parties (the “Security Agreement”).


 


W I T N E S S ET H:


 


WHEREAS, Grantor holds an interest in certain trademarks and/or trademark applications identified in Exhibit 1 hereto (the “Trademarks”);


 


WHEREAS, the Grantor, Parent, Agent, and certain other parties, are parties to the Security Agreement, entered into for benefit of the holders (the “Holders”) of certain convertible secured five year promissory notes (the “Convertible Notes”) issued by Parent, all upon terms described in that certain Confidential Private Placement Memorandum, dated on or about February 1, 2010;


 


WHEREAS, the Grantor wishes to grant to Agent a security interest in certain of its property and assets to secure the performance of its obligations under the Security Agreement;


 


WHEREAS, the Grantor and the Agent by this instrument seek to confirm and make a record of the collateral assignment of and grant of a senior security interest in the Trademarks.


 


NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Grantor does hereby acknowledge and confirm that it has made a collateral assignment to the Agent of, and has granted to the Agent a security interest in, for the benefit of the Holders, all of the Grantor’s right, title and interest in, to, and under the Trademarks, which security interest shall be subordinate to the security interest in, to, and under the Trademarks granted to the holders of the Convertible Notes. The Grantor also acknowledges and confirms that the rights and remedies of Agent with respect to the collateral assignment of and security interests in the Trademarks acknowledged and confirmed hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference.


 


This Agreement may be executed simultaneously in two or more counterparts, including by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.






  





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IN WITNESS WHEREOF, the undersigned have executed this Trademark Collateral Assignment and Security Agreement by its duly authorized officers as of the date first written above.


 







XELR8, INC.














By: /s/ Daniel R. Rumsey                                                                


Name:    Daniel R. Rumsey


Title:      Interim Chief Executive Officer

















HUDSON ASSET PARTNERS, LLC


 


 


By:    /s/ Murray Rubin


Name:  Murray Rubin


Title:   Secretary







 







 


[SIGNATURE PAGE - TRADEMARK COLLATERAL ASSIGNMENT


 


AND SECURITY AGREEMENT]


 











  





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EXHIBIT 1


 


TRADEMARKS/TRADEMARK APPLICATIONS





	
Trademark

	
Filing Date

	
USPTO Serial Number


	
XELR8 What Moves You

	
August 10, 2005

	
78690115


	
XELR8 What Moves You

	
August 10, 2005

	
78981080


	
Vitacube

	
December 19, 2002

	
78196211


	
Alpha Nac

	
January 4, 2002

	
78100936


	
AO Elite

	
January 4, 2002

	
78100942


	
Complex SPP

	
November 21, 2002

	
78187480


	
CP Complex

	
August 20, 2002

	
78101002


	
GC Elite

	
January 4, 2002

	
78101033


	
JSH

	
January 4, 2002

	
78100999


	
M32+

	
January 4, 2002

	
78101008


	
Get Cubed

	
March 26, 2001

	
76236481


	
The Power of Nutrition

	
November 6, 2001

	
78091910