EX-10.3






TRADEMARK SECURITY AGREEMENT




This Trademark Security Agreement (this “Agreement”), dated as of December 21, 2011, is made
by and between Grandparents.com, LLC, a Florida limited liability company having a business
location at the address set forth below next to its signature (the “Company”), and NorWesTech,
Inc., a Delaware corporation (“NWT”), and having a business location at the address set forth below
next to its signature.



RECITALS




A. Company and NWT are parties to a 4% Senior Secured Note (as amended, supplemented or
restated from time to time, the “Bridge Note”) dated the same date as this Agreement, setting forth
the terms on which NWT may now or hereafter extend credit to or for the account of Company.



B. As a condition to extending credit to or for the account of Company, NWT has required the
execution and delivery of this Agreement by Company.



ACCORDINGLY, in consideration of the mutual covenants contained in the Loan Documents and
herein, the parties hereby agree as follows:



1. Definitions. All terms defined in the Recitals hereto or in the Bridge Note that
are not otherwise defined herein shall have the meanings given to them in the Bridge Note. In
addition, the following terms have the meanings set forth below:




“Security Interest” has the meaning given in Section 2.




“Trademarks” means all of Company’s right, title and interest in and to:
(i) trademarks, service marks, domain names, collective membership marks, registrations and
applications for registration for each, and the respective goodwill associated with each,
(ii) licenses, fees or royalties with respect to each, (iii) the right to sue for past,
present and future infringement, dilution and damages therefor, (iv) licenses thereunder,
all as presently existing or hereafter arising or acquired, including, without limitation,
the marks listed on Exhibit A, (v) any and all amendments, renewals, extensions, reissuances
and replacements of any of the forgoing, and (vi) any and all products and proceeds of any
of the foregoing.



2. Security Interest.



(a) Grant of Security Interest. Company hereby irrevocably pledges and assigns to,
and grants NWT a first priority security interest (the “Security Interest”) with power of sale to
the extent permitted by law, in the Trademarks to secure payment of the Indebtedness. As set forth
in the Bridge Note, the Security Interest is coupled with a security interest in substantially all
of the personal property of Company.



(b) Requested Recordation. The Company authorizes and requests that the Commissioner
of Patents and Trademarks (and any state, foreign or other authorities to which this Trademark
Security Agreement is submitted) to file and record this Trademark Security Agreement (and any
corresponding or separate application forms of such jurisdiction) in order to publicly reflect
NWT’s interest in the Trademarks.



(c) Assignment. Concurrently with execution of this Agreement, the Company has
executed and delivered to NWT an “Assignment and Acceptance of Collateral”, which shall be
effective upon the full execution of such assignment, including the countersignature of NWT. As
contemplated in such assignment, NWT shall not be entitled to countersign such assignment until the
occurrence of an Event of Default (as defined in the Bridge Note), and thereafter NWT shall be
entitled to accept the assignment and transfer of the collateral contemplated therein.



3. Representations, Warranties and Agreements. Company represents, warrants and agrees
as follows:




(a) Existence; Authority. Company is a company duly organized, validly existing and in
good standing under the laws of its state of incorporation, and this Agreement has been duly
and validly authorized by all necessary action on the part of Company.




(b) Trademarks. Exhibit A accurately lists all Trademarks owned or controlled by
Company as of the date hereof and accurately reflects the existence and status of Trademarks
and all applications and registrations pertaining thereto as of the date hereof; provided,
however, that Exhibit A need not list common law marks (i.e., Trademarks for which there are
no applications or registrations) which are not material to Company’s or any Affiliate’s
business(es). If after the date hereof, Company owns or controls any Trademarks not listed
on Exhibit A (other than common law marks which are not material to Company’s or any
Affiliate’s business(es)), or if Exhibit A ceases to accurately reflect the existence and
status of applications and registrations pertaining to the Trademarks, then Company shall
promptly provide written notice to NWT with a replacement Exhibit A, which upon acceptance
by NWT shall become part of this Agreement.




(c) Affiliates. As of the date hereof, no Affiliate owns, controls, or has a right to
have assigned to it any items that would, if such item were owned by Company, constitute
Trademarks. If after the date hereof any Affiliate owns, controls, or has a right to have
assigned to it any such items, then Company shall promptly either: (i) cause such Affiliate
to assign all of its rights in such item(s) to Company; or (ii) notify NWT of such item(s)
and cause such Affiliate to execute and deliver to NWT a trademark security agreement
substantially in the form of this Agreement.




(d) Title. Company has absolute title to each Trademark listed on Exhibits A, free and
clear of all Liens except liens in favor of Meadows Capital pursuant to the Meadows
Agreement (“Permitted Liens”). Company (i) will have, at the time Company acquires any
rights in Trademarks hereafter arising, absolute title to each such Trademark free and clear
of all Liens except Permitted Liens, and (ii) will keep all Trademarks free and clear of all
Liens except Permitted Liens.




(e) No Sale. Except as permitted in the Bridge Note, Company will not assign, transfer,
encumber or otherwise dispose of the Trademarks, or any interest therein, without NWT’s
prior written consent.




(f) Defense. Company will at its own expense and using commercially reasonable efforts,
protect and defend the Trademarks against all claims or demands of all Persons other than
those holding Permitted Liens.




(g) Maintenance. Company will at its own expense maintain the Trademarks to the extent
reasonably advisable in its business including, but not limited to, filing all applications
to obtain trademark registrations and all affidavits, maintenance fees, annuities, and
renewals possible with respect to trademark registrations and applications therefor.
Company covenants that it will not abandon nor fail to pay any maintenance fee or annuity
due and payable on any Trademark, nor fail to file any required affidavit or renewal in
support thereof, without first providing NWT: (i) sufficient written notice, of at least 30
days, to allow NWT to timely pay any such maintenance fees or annuities which may become due
on any Trademarks, or to file any affidavit or renewal with respect thereto, and (ii) a
separate written power of attorney or other authorization to pay such maintenance fees or
annuities, or to file such affidavit or renewal, should such be necessary or desirable.




(h) NWT’s Right to Take Action. If Company fails to perform or observe any of its
covenants or agreements set forth in this Section 3, and if such failure continues for a
period of ten (10) days (or, in the case of the agreements contained in subsection (g),
immediately upon the occurrence of such failure, without notice or lapse of time), or if
Company notifies NWT that it intends to abandon a Trademark, NWT may (but need not) perform
or observe such covenant or agreement or take steps to prevent such intended abandonment on
behalf and in the name, place and stead of Company (or, at NWT’s option, in NWT’s own name)
and may (but need not) take any and all other actions which NWT may reasonably deem
necessary to cure or correct such failure or prevent such intended abandonment.




(i) Costs and Expenses. Except to the extent that the effect of such payment would be
to render any loan or forbearance of money usurious or otherwise illegal under any
applicable law, Company shall pay NWT on demand the amount of all moneys expended and all
costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by NWT
in connection with or as a result of NWT’s taking action under subsection (h) or exercising
its rights under Section 6, together with interest thereon from the date expended or
incurred by NWT at the Default Rate.




(j) Power of Attorney. To facilitate NWT’s taking action under subsection (h) and
exercising its rights under Section 6, Company hereby irrevocably appoints (which
appointment is coupled with an interest) NWT, or its delegate, as the attorney-in-fact of
Company with the right (but not the duty) from time to time to create, prepare, complete,
execute, deliver, endorse or file, in the name and on behalf of Company, any and all
instruments, documents, applications, financing statements, and other agreements and
writings required to be obtained, executed, delivered or endorsed by Company under this
Section 3, or, necessary for NWT, after an Event of Default, to enforce or use Trademarks or
to grant or issue any exclusive or non-exclusive license under the Trademarks to any third
party, or to sell, assign, transfer, pledge, encumber or otherwise transfer title in or
dispose of the Trademarks to any third party. Company hereby ratifies all that such attorney
shall lawfully do or cause to be done by virtue hereof. The power of attorney granted herein
shall terminate upon the termination of the Bridge Note as provided therein and the payment
and performance of all Indebtedness.



4. Company’s Use of the Trademarks. Company shall be permitted to control and manage
the Trademarks, including the right to exclude others from making, using or selling items covered
by the Trademarks and any licenses thereunder, in the same manner and with the same effect as if
this Agreement had not been entered into, so long as no Event of Default occurs and remains
uncured.



5. Events of Default. For purposes of this Agreement, an “Event of Default” shall mean
an “Event of Default” as defined in the Bridge Note.



6. Remedies. Upon the occurrence of an Event of Default and at any time thereafter,
NWT may, at its option, take any or all of the following actions:




(a) NWT may exercise any or all remedies available under the Bridge Note.




(b) NWT may sell, assign, transfer, pledge, encumber or otherwise dispose of the
Trademarks.




(c) NWT may enforce the Trademarks and any licenses thereunder, and if NWT shall
commence any suit for such enforcement, Company shall, at the request of NWT, do any and all
lawful acts and execute any and all proper documents required by NWT in aid of such
enforcement.



7. Miscellaneous. This Agreement can be waived, modified, amended, terminated or
discharged, and the Security Interest can be released, only explicitly in a writing signed by NWT.
A waiver signed by NWT shall be effective only in the specific instance and for the specific
purpose given. Mere delay or failure to act shall not preclude the exercise or enforcement of any
of NWT’s rights or remedies. All rights and remedies of NWT shall be cumulative and may be
exercised singularly or concurrently, at NWT’s option, and the exercise or enforcement of any one
such right or remedy shall neither be a condition to nor bar the exercise or enforcement of any
other. All notices to be given to Company under this Agreement shall be given in the manner and
with the effect provided in the Bridge Note. NWT shall not be obligated to preserve any rights
Company may have against prior parties, to realize on the Trademarks at all or in any particular
manner or order, or to apply any cash proceeds of Trademarks in any particular order of
application. This Agreement shall be binding upon and inure to the benefit of Company and NWT and
their respective participants, successors and assigns and shall take effect when signed by Company
and delivered to NWT, and Company waives notice of NWT’s acceptance hereof. NWT may execute this
Agreement if appropriate for the purpose of filing, but the failure of NWT to execute this
Agreement shall not affect or impair the validity or effectiveness of this Agreement. A carbon,
photographic or other reproduction of this Agreement or of any financing statement signed by
Company shall have the same force and effect as the original for all purposes of a financing
statement. This Agreement shall be governed by the internal law of Washington without regard to
conflicts of law provisions. If any provision or application of this Agreement is held unlawful or
unenforceable in any respect, such illegality or unenforceability shall not affect other provisions
or applications which can be given effect and this Agreement shall be construed as if the unlawful
or unenforceable provision or application had never been contained herein or prescribed hereby. All
representations and warranties contained in this Agreement shall survive the execution, delivery
and performance of this Agreement and the creation and payment of the Indebtedness.



THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR
PERTAINING TO THIS AGREEMENT.



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



	 	 	 
	589 Eighth Avenue

New York, NY 10018
	 	GRANDPARENTS.COM, LLC

By       /s/ Joseph Bernstein

	 	 	 

	 	 	Joseph Bernstein, Its Managing Director

By       /s/ Steven Leber

	 	 	 

	 	 	Steven Leber, Its Managing Director

	220 West Harrison Street
	 	NORWESTECH, INC.

By       /s/ Stanley L. Schloz

	 	 	 

	Seattle, WA 98119
	 	Stanley L. Schloz, Its President







1





	 	 	ACKNOWLEDGMENT





STATE OF NEW YORK



: SS



COUNTY OF NEW YORK



Before me, the undersigned, a Notary Public, on this        day of      , 2011, personally
appeared Steven Leber to me known personally, who, being by me duly sworn, did say that he is a
Managing Director of Grandparents.com, LLC, and that said instrument (i.e., the Trademark Security
Agreement) was signed on behalf of said Grandparents.com, LLC, and that said Managing Director
acknowledged said instrument to be his free act and deed.



      



Notary Public



My Commission Expires:      




ACKNOWLEDGMENT



STATE OF NEW YORK



: SS



COUNTY OF NEW YORK



Before me, the undersigned, a Notary Public, on this 21st day of December, 2011,
personally appeared Joseph Bernstein to me known personally, who, being by me duly sworn, did say
that he is a Managing Director of Grandparents.com, LLC, and that said instrument (i.e., the
Trademark Security Agreement) was signed on behalf of said Grandparents.com, LLC, and that said
Managing Director acknowledged said instrument to be his free act and deed.



      /s/ Jasmine Torres



Notary Public



My Commission Expires: 5-19-12



2




ACKNOWLEDGMENT



STATE OF ARIZONA



: SS



COUNTY OF MARICOPA:



Before me, the undersigned, a Notary Public, on this 21 day of December, 2011, personally
appeared Stanley L. Schloz to me known personally, who, being by me duly sworn, did say that he is
the President of NorWesTech, Inc., and that said instrument (i.e., the Trademark Security
Agreement) was signed on behalf of said NorWesTech, Inc., and that said President acknowledged said
instrument to be his free act and deed.



      /s/ Marie A. Maxwell



Notary Public



My Commission Expires: 5-12-2012



3



EXHIBIT A




UNITED STATES ISSUED TRADEMARKS, SERVICE MARKS

DOMAIN NAMES AND COLLECTIVE MEMBERSHIP MARKS




	 	 	 
	URL

1800EBABIES.COM 

	 	VALID THROUGH

4/21/2012 Active — Locked
	 

	 	

	AMERICANGRANDPARENTSASSOCIATION.COM 

	 	10/8/2014 Active — Locked
	 

	 	

	GRANDATHON.COM 

	 	7/5/2012 Active — Locked
	 

	 	

	GRANDATHON.NET 

	 	7/5/2012 Active — Locked
	 

	 	

	GRANDPARENT.COM 

	 	6/21/2012 Active — Locked
	 

	 	

	GRANDPARENTS.COM

	 	4/12/2020 Active — Locked
	 

	 	

	GRANDPARENTSANNUITIES.COM 

	 	10/28/2012 Active — Locked
	 

	 	

	GRANDPARENTSAUTOINSURANCE.COM 

	 	9/29/2012 Active — Locked
	 

	 	

	GRANDPARENTSBENEFITSCLUB.COM 

	 	12/18/2012 Active — Locked
	 

	 	

	GRANDPARENTSBLOGS.COM 

	 	5/24/2012 Active — Locked
	 

	 	

	GRANDPARENTSBOOKSTORE.COM 

	 	12/18/2012 Active — Locked
	 

	 	

	GRANDPARENTSDENTALINSURANCE.COM 

	 	9/29/2012 Active — Locked
	 

	 	

	GRANDPARENTSDISABILITYINSURANCE.COM 

	 	9/29/2012 Active — Locked
	 

	 	

	GRANDPARENTSDRUGSTORE.COM 

	 	9/29/2012 Active — Locked
	 

	 	

	GRANDPARENTSFAMILYFUNDS.COM 

	 	10/28/2012 Active — Locked
	 

	 	

	GRANDPARENTSFUNDS.COM 

	 	10/28/2012 Active — Locked
	 

	 	

	GRANDPARENTSHEALTHINSURANCE.COM 

	 	9/29/2012 Active — Locked
	 

	 	

	GRANDPARENTSHOMEINSURANCE.COM 

	 	9/29/2012 Active — Locked
	 

	 	

	GRANDPARENTSINSURANCE.COM 

	 	9/21/2012 Active — Locked
	 

	 	

	GRANDPARENTSINSURANCEPLANS.COM 

	 	9/18/2012 Active — Locked
	 

	 	

	GRANDPARENTSINVESTMENTPLANS.COM 

	 	10/28/2012 Active — Locked
	 

	 	

	GRANDPARENTSINVESTMENTS.COM 

	 	10/28/2012 Active — Locked
	 

	 	

	GRANDPARENTSLIFEINSURANCE.COM 

	 	9/29/2012 Active — Locked
	 

	 	

	GRANDPARENTSMEDICARE.COM 

	 	9/29/2012 Active — Locked
	 

	 	

	GRANDPARENTSMUSIC.COM 

	 	2/22/2017 Active — Locked
	 

	 	

	GRANDPARENTSPHARMACY.COM 

	 	9/29/2012 Active — Locked
	 

	 	

	GRANDPARENTSREBATES.COM 

	 	4/13/2012 Active — Locked
	 

	 	

	GRANDPARENTSRX.COM 

	 	9/29/2012 Active — Locked
	 

	 	

	GRANDPARENTSTOYSTORE.COM 

	 	12/18/2012 Active — Locked
	 

	 	

	GRANDPARENTSTRAVELINSURANCE.COM 

	 	9/29/2012 Active — Locked
	 

	 	

	GRANDPARENTSVISIONINSURANCE.COM 

	 	9/29/2012 Active — Locked
	 

	 	

	HOLIDAYSTRESSMANAGEMENT.COM 

	 	11/10/2014 Active — Locked
	 

	 	







4




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Appl. No./	 	Appl. Date/	 	 	 	 
	Mark	 	Reg. No.	 	Reg. Date	 	Status	 	Owner
	AMERICAN GRANDPARENTS ASSOCIATION

	 	 	85/124043	 	 	9/7/2010
	 	Suspended
	 	American Grandparents

Association LLC
	 

	 	 	 	 	 	 
	 	 
	 	 
	GAGA

	 	 	77/858719	 	 	10/27/2009
	 	Abandoned
	 	Grandparents.com, LLC
	 

	 	 	 	 	 	 
	 	 
	 	 
	GAGA & Design

	 	 	77/872324	 	 	11/13/2009
	 	Abandoned
	 	Grandparents.com, LLC
	 

	 	 	 	 	 	 
	 	 
	 	 
	GRANDEST ADVENTURES

	 	 	3594674	 	 	3/24/2009
	 	Registered
	 	Grandparents.com, LLC
	 

	 	 	 	 	 	 
	 	 
	 	 
	GRANDPARENTS.COM (Class 25)

	 	 	3637229	 	 	6/16/2009
	 	Registered
	 	Grandparents.com, LLC
	 

	 	 	 	 	 	 
	 	 
	 	 
	GRANDPARENTS.COM (Classes 35, 38, 39, 41)

	 	 	3503215	 	 	9/16/2008
	 	Registered

(Supplemental

Register)
	 	



Grandparents.com, LLC
	 

	 	 	 	 	 	 
	 	 
	 	 
	GRANDPARENTS.COM IT’S GREAT TO BE GRAND.

& Design (Classes 25, 41)

	 	

76/669790
	 	

12/1/2006
	 	

Abandoned
	 	

Grandparents.com, LLC
	 

	 	 	 	 	 	 
	 	 
	 	 
	GRANDPARENTS.COM

IT’S GREAT TO BE GRAND.

& Design (Classes 9, 35, 38, 39)

	 	



3775059
	 	



4/13/2010
	 	



Registered
	 	



Grandparents.com, LLC
	 

	 	 	 	 	 	 
	 	 
	 	 
	GRANDPARENTS.COM

RECOMMENDED & Design

	 	

77/302521
	 	

10/12/2007
	 	

Abandoned
	 	

Grandparents.com, LLC
	 

	 	 	 	 	 	 
	 	 
	 	 
	GRANDPARENTS INSURANCE PLANS

	 	 	85/428360	 	 	9/21/2011
	 	Pending; Awaiting

Examination
	 	Grandparents Insurance Plans LLC

d/b/a Grandparents Insurance Plan
	 

	 	 	 	 	 	 
	 	 
	 	 






5




	 	 	 	 	 	 	 	 	 	 	 
	GRANDPARENTSINVESTMENT PLANS
	 	 	85/459470	 	 	10/28/2011
	 	Pending; Awaiting

Examination

	 	

Grandparents Investment Plans LLC
	 
	 	 	 	 	 	 
	 	 

	 	 
	GRANDPARENTS MAGAZINE
	 	 	2953942	 	 	5/17/2005
	 	Registered

(Supplemental

Register)

	 	



Grandparents.com, LLC
	 
	 	 	 	 	 	 
	 	 

	 	 
	GREAT AMERICAN GRANDPARENTS

ASSOCIATION (GAGA)
	 	 	85/055198	 	 	6/4/2010
	 	Abandoned

	 	American Grandparents

Association LLC
	 
	 	 	 	 	 	 
	 	 

	 	 







6