EXECUTION COPY


 


TRADEMARK SECURITY AGREEMENT


 


This TRADEMARK SECURITY
AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Trademark Security
Agreement”), dated as of June 12, 2014, by Throwdown Industries Holdings,
LLC, a Delaware limited liability company (“Holdings”), Throwdown
Industries, LLC, a Delaware limited liability company (“TD LLC”), and Throwdown
Industries, INC., a California corporation (“TDI” and, together with Holdings and TD LLC, each, a
“Grantor” and, collectively, the “Grantors”), in favor of PIMCO FUNDS: PRIVATE ACCOUNT
PORTFOLIO SERIES: PIMCO HIGH YIELD PORTFOLIO, a separate investment portfolio of PIMCO FUNDS, a Massachusetts business
trust, as Secured Party.


 


WHEREAS, reference is made to that
certain Note Purchase Agreement, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified
from time to time, the “Note Purchase Agreement”), by and among each Grantor and the Secured Party.


 


WHEREAS, in consideration of the
extensions of credit as set forth in the Note Purchase Agreement each Grantor has agreed to secure all obligations under the Note
Purchase Agreement and all other Secured Obligations.


 


WHEREAS, it
is a condition precedent to the obligation of the Secured Party to make extensions of credit to the Grantors under the Note Purchase
Agreement that the Grantors shall have executed and delivered that certain Pledge and Security Agreement, dated as of June 12,
2014, in favor of the Secured Party (as amended, supplemented, replaced or otherwise modified from time to time, the “Pledge
and Security Agreement”) for the benefit of the Secured Party (as defined in the Pledge and Security Agreement).


 


WHEREAS, under
the terms of the Pledge and Security Agreement, the Grantors have granted a security interest in certain property, including, without
limitation, certain Intellectual Property of the Grantors, including all successors and assigns, to the Secured Party and have
agreed in connection therewith to execute this Trademark Security Agreement for recording with the United States Patent and Trademark
Office and other applicable Governmental Authorities.


 


NOW, THEREFORE,
in consideration of the promises 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:


 


SECTION 1.     DEFINED
TERMS. All capitalized terms used but not otherwise defined herein have the meanings given to them in Pledge and Security Agreement.


 


SECTION 2.     (1) GRANT
OF SECURITY INTEREST IN TRADEMARK COLLATERAL. Each Grantor hereby grants to the Secured Party a security interest and continuing
lien on all of such Grantors’ right, title and interest in, to and under all personal property of such Grantor including,
but not limited to the following, in each case whether now owned or existing or hereafter acquired or arising and wherever located
(collectively, the “Trademark Collateral”):


 


(a) all United States, state and foreign
trademarks, service marks, certification marks, collective marks, trade names, corporate names, d/b/as, business names, fictitious
business names, internet domain names, trade styles, logos, other source or business identifiers, designs and general intangibles
of a like nature, rights of publicity and privacy pertaining to the right to use names likeness and biographical data as real,
all registrations and applications for any of the foregoing including, but not limited to, the registrations and applications referred
to in Schedule I hereto (as such Schedule may be amended or supplemented from time to time),


 




    	 



    	 



    

  


(b) the goodwill of the business symbolized
by the foregoing, the right to sue for past, present and future infringement or dilution of any of the foregoing or for any injury
to goodwill, and


 


(c) all proceeds of the foregoing, including,
without limitation, royalties, income, payments, claims, damages, and proceeds of suit


 


(2)      CERTAIN LIMITED
EXCLUSIONS. Notwithstanding anything herein to the contrary, in no event shall the security interest granted under Section 2(1)(a)
of this Trademark Security Agreement attach to (a) any lease, license, contract, property rights or agreement to which each Grantor
is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute
or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein
or (ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract property rights
or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408
or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law or principles
of equity), provided, however, that such security interest shall attach immediately at such time as the condition causing such
abandonment, invalidation or unenforceability shall be remedied and, to the extent severable, shall attached immediately to any
portion of such lease, license, contract, property rights or agreement that does not result in any of the consequences specified
in (i) or (ii) including, without limitation, any proceeds of such lease, license, contract, property rights or agreement; or (b)
in any of the outstanding capital stock of a “controlled foreign corporation” (as defined in the Internal Revenue Code
of 1986, as amended) in excess of 65% of the voting power of all classes of capital stock of such controlled foreign corporation
entitled to vote; provided that immediately upon the amendment of the Internal Revenue Code to allow the pledge of a greater percentage
of the voting power of capital stock in a controlled foreign corporation without adverse tax consequences, the Collateral shall
include, and the security interest granted by each Grantor shall attach to, such greater percentage of capital stock of each controlled
foreign corporation.


 


SECTION 3.      (1) SECURITY
FOR OBLIGATIONS. This Trademark Security Agreement secures, and the Collateral is collateral security for, the prompt and complete
payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand
or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a)
of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Secured Obligations.


 


(2)      Continuing Liability
under Collateral. Notwithstanding anything herein to the contrary, (a) each Grantor shall remain liable for all obligations under
the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Secured Party or any Secured
Party and (b) each Grantor shall remain liable under each of the agreements included in the Collateral, including, without limitation,
any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken
by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Secured Party nor any
Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement
or any other document related thereto nor shall the Secured Party nor any Secured Party have any obligation to make any inquiry
as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any
rights under any agreement included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership
Interests or Pledged LLC Interests, (c) the exercise by the Secured Party of any of its rights hereunder shall not release each
Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.


 




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(3)      Termination. Upon the payment in full
of all Secured Obligations, the cancellation or termination of the commitments and any other contingent obligation included in
the Secured Obligations, the security interest granted hereby shall terminate hereunder and of record and all rights to the Trademark
Collateral shall revert to Grantors. Upon any such termination, the Secured Party shall, at Grantors’ expense, execute and
deliver to Grantors such documents as Grantors shall reasonably request to evidence such termination.


 


.SECTION 4.     APPLICABLE
LAW. This Trademark Security Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall
be construed and enforced in accordance with, the laws of the State of New York without regard to conflict of law principles that
would result in the application of any law other than the law of State of New York.


 


SECTION 5.     COUNTERPARTS.
This Trademark Security Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall
be deemed an original, but all such counterparts together shall constitute but one and the same instrument.


 


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IN WITNESS WHEREOF, each Grantor
and the Secured Party have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.


 


	 	THROWDOWN INDUSTRIES
	 	HOLDINGS, LLC
	 	 	 
	 	By:	 /s/
    David E. Vautrin
	 	Name: David
    E. Vautrin
	 	Title: CEO
	 	 	 
	 	THROWDOWN INDUSTRIES, LLC
	 	 	 
	 	By:	 /s/
    David E. Vautrin 
	 	Name: David E. Vautrin 
	 	Title: CEO
	 	 	 
	 	THROWDOWN INDUSTRIES, INC.
	 	 	 
	 	By:	  /s/
    David E. Vautrin
	 	Name: David E. Vautrin 
	 	Title: CEO


 


Accepted and Agreed:


 


PIMCO FUNDS: PRIVATE ACCOUNT PORTFOLIO SERIES: 


PIMCO HIGH YIELD PORTFOLIO


By: Pacific Investment Management Company LLC,


as its Investment Advisor, acting through Investors


Fiduciary Trust Company, in the Nominee Name of IFTCO


 


	By:  	/s/ T. Christian Stracke	 
	Name:	T. Christian Stracke	 
	Title: 	Managing Director 	 


 


 




    	 



    	 



    

 


EXECUTION COPY


 


SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT


 


U.S. Federal Trademark Registrations 


 


	Trademark	 	App. No.	 	Reg. No.	 	Status
		 	78782866	 	3292043	 	Registered
		 	85058824	 	3928182	 	Registered
		 	77373048	 	3511347	 	Registered
		 	85062496	 	3928195	 	Registered
		 	77035343	 	3505817	 	Registered
		 	77034591	 	3462987	 	Registered
		 	77195751	 	3497833	 	Registered
	ANY TIME ANY PLACE	 	77393355	 	3582452	 	Registered
	THROWDOWN	 	78836781	 	3241751	 	Registered
	THROWDOWN	 	77373023	 	3507692	 	Registered
	THROWDOWN	 	85047077	 	3903876	 	Registered
	THROWDOWN	 	77397755	 	3536368	 	Registered
	THROWDOWN ELITE	 	77373033	 	3589923	 	Registered
	THROWDOWN FIGHTGEAR	 	77397753	 	3582470	 	Registered
	THROWDOWN MAG	 	78782872	 	3503037	 	Registered


 


Foreign Trademark Applications and Registrations 


 


	Country	 	Trademark	 	App. No.	 	Reg. No.	 	Status
	Brazil	 	THROWDOWN	 	830636781	 	830636781	 	Registered
	Brazil	 	THROWDOWN	 	830636773	 	830636773	 	Registered
	Canada	 	THROWDOWN	 	1554884	 	TMA865390	 	Registered
	International Register	 	THROWDOWN	 	 	 	1057729	 	Registered 
	Mexico	 	ANY TIME ANY PLACE	 	1043155	 	1195049	 	Registered
	Mexico	 	ANYTIME ANYPLACE	 	1043153	 	1195048	 	Registered
	Mexico	 	THROWDOWN	 	1043151	 	1147401	 	Registered
	Mexico	 	 	 	1043156	 	1149159	 	Registered
	New Zealand  	 	THROWDOWN	 	825191	 	825191	 	Registered
	Peru	 	THROWDOWN	 	n/a	 	 	 	Pending 
	Taiwan	 	THROWDOWN	 	99026968	 	01457896	 	Registered