EX-10.22 15 fs42020a1ex10-22_cleverleave.htm PATENT SECURITY AGREEMENT, DATED AS OF MAY 3, 2019, BY AND BETWEEN ROCK CLIFF CAPITAL LLC AND HERBAL BRANDS, INC

Exhibit 10.22

 

EXECUTION VERSION

 

PATENT SECURITY AGREEMENT

 

This Intellectual Property Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) is entered into as of May 3, 2019, by and between ROCK CLIFF CAPITAL, LLC (the “Lender”), and HERBAL BRANDS, INC., a Delaware corporation (“Grantor”).

 

RECITALS

 

A. Grantor has entered into that certain Loan and Security Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), with Lender , pursuant to which the Lender will make extensions of credit to Grantor;

 

B. As a condition to the Loan Agreement, Grantor is required to enter into this Agreement to further evidence the grant to Lender of the security interest in its Patents to secure the Obligations.

 

AGREEMENT

 

NOW, THEREFORE, Grantor agrees as follows:

 

To secure the Obligations, Grantor grants and pledges to Lender a security interest in all of Grantor’s Intellectual Property consisting of Patents (including without limitation those Patents listed on Exhibit A hereto).

 

This security interest is granted in conjunction with the security interest granted to Lender under the Loan Agreement. The rights and remedies of Lender with respect to the security interest are as set forth in the Loan Agreement or as are now or hereafter available to the Lender as a matter of law or equity, shall be cumulative and concurrent.

 

Grantor represents and warrants that Exhibit A attached hereto set forth any and all Patents necessary for the conduct of its business in connection with which such Grantor has registered or filed an application with the United States Patent and Trademark Office.

 

All capitalized terms used herein without definition shall have the meanings ascribed thereto in the Loan Agreement.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

 

 

  

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed effective as of the date set forth above.

  

Address of Grantor: GRANTOR:
   
489 Fifth Avenue, 27th Floor HERBAL BRANDS, INC.
   
New York, NY 10017 By: /s/ Kyle Detwiler                
  Name:  Kyle Detwiler
  Title: President

 

[SIGNATURE PAGE TO PATENT SECURITY AGREEMENT]

 

 

 

   

Address of Lender: LENDER:
   
412 West 15th Street, 14th Floor ROCK CLIFF CAPITAL, LLC
   
New York, New York 10011 By: /s/ Justin Korsant
  Name:  Justin Korsant
  Title: Authorized Signatory

 

[SIGNATURE PAGE TO PATENT SECURITY AGREEMENT] 

 

 

 

 

EXHIBIT A

 


PATENTS

 

1.Patents Issued

   

Internal Reference   Title of
Invention
  Record Owner   Application
Date
  Issuance Date   Patent Number
Herbal Clean Bottle
  Bottle   Herbal Brands, Inc.   October 8, 2014   February 16, 2016   D749,419

 

2.Patent Applications.

 

Internal Reference   Title of
Invention
  Applicant   Application Date   Application Number
Ribbed container   Container   Herbal Brands, Inc.   December 8, 2017   29/628,963
Oil can container   Container   Herbal Brands, Inc.   December 8, 2017   29/628,964