90028081 8
`
`02/20/201 4
`
`TRADEMARK ASSIGNMENT
`
`Electronic Version v1.1
`
`Stylesheet Version V1.1
`
`SUBMISSION TYPE:
`
`NEW ASSIGNMENT
`
`NATURE OF CONVEYANCE:
`
`GRANT OF SECURITY INTEREST IN TRADEMARK RIGHTS
`
`CONVEYING PARTY DATA
`
`WOODS INDUSTRIES (CANADA)
`INC.
`
`RECEIVING PARTY DATA
`
`Execution Date
`
`Enfitflvpe
`
`02/11/2014
`
`CORPORATION‘ ONTARIO
`'
`
`|Name:
`Street Address:
`lntemal Address:
`
`I WELLS FARGO BANK, NATIONAL ASSOCIATION, AS COLLATERAL AGENT
`1100 Abernathy Road
`Suite 1600
`
`City:
`
`Atlanta
`
`State/Country:
`|Postal Code:
`Entity Type:
`
`GEORGIA
`| 30328-5657
`National Banking Association: UNITED STATES
`
`PROPERTY NUMBERS Total: 3
`
`I
`
`|
`
`Property Type
`
`Number
`
`Word Mark
`
`Serial Number:
`
`74670992
`
`EASYSWITCH
`
`Serial Number:
`
`73634361
`
`MOONRAYS
`
`Serial Number:
`
`77568392
`
`MOONRAYS SINCE 1986
`
`CORRESPONDENCE DATA
`
`Fax Number:
`
`2136270705
`
`Correspondence wI7/ be sent to the e—ma/7 address first," if that is unsuccessful, it w/7/ be sent
`via US Mail.
`
`Phone:
`
`(213) 683-6303
`
`Email:
`Correspondent Name:
`
`scottherod@paulhastings.com
`Scott E. Herod
`
`Address Line 1:
`Address Line 2:
`
`Address Line 4:
`
`Paul Hastings LLP
`515 S. Flower Street, 25th Floor
`
`Los Angeles, CALIFORNIA 90071
`
`ATTORNEY DOCKET NUMBER:
` l
`
`900280818
`
`9044000003
`
`Jiawei et aI_ Exhibit 1023 page 1
`
`REEL: 005220 FRAME: 0304
`
`74670992
`
`CH$90.00
`
`Jiawei et al. Exhibit 1023 Page 1
`
`

`
`‘ NAME OF SUBMITTERI
`
`Signature:
`
`Scott E. Herod
`
`/Scott E. Herodl
`
`‘
`
`Total Attachments: 6
`
`source=Executed —Trademark_Security_Agreement_—_Woods(108531338_1)#page1.tif
`source=Executed —Trademark_Security_Agreement_—_Woods(108531338_1)#page2.tif
`source=Executed —Trademark_Security_Agreement_—_Woods(108531338_1)#page3.tif
`source=Executed —Trademark_Security_Agreement_—_Woods(108531338_1)#page4.tif
`source=Executed —Trademark_Security_Agreement_—_Woods(108531338_1)#page5.tif
`source=Executed —Trademark_Security_Agreement_—_Woods(108531338_1)#page6.tif
`
`Jiawei et al. Exhibit 1023 Page 2
`TRADEMARK
`
`REEL: 005220 FRAME: 0305
`
`Jiawei et al. Exhibit 1023 Page 2
`
`

`
`SECURITY INTEREST IN TRADEMARK RIGHTS
`
`GRANT OF
`
`EXECUTION COPY
`
`This GRANT OF SECURITY INTEREST IN TRADEMARK RIGHTS (this “Agreement”),
`dated as of February 11, 2014,
`is made by WOODS INDUSTRIES (CANADA) INC., an
`Ontario corporation (the “Grantor”),
`in favour of WELLS FARGO BANK, NATIONAL
`ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”) for the several
`banks and other financial institutions (the “Lenders”) from time to time parties to the Credit
`Agreement, dated as of February 11, 2014 (as amended, restated, amended and restated,
`supplemented or otherwise modified, replaced or refinanced from time to time, the “Credit
`Agreement”), among Southwire Canada Company,
`a Nova Scotia unlimited company
`(“Southwire Canada”), DPR, LLC, a Delaware limited liability company (“Holdings”) and a
`wholly owned Subsidiary of Southwire Holding Company,
`a Delaware
`corporation,
`SOUTHWIRE OPERATIONS, LLC, a Delaware limited liability company (“Southwire
`Operations”) and a wholly owned Subsidiary of Holdings, SOUTHWIRE COMPANY, LLC, a
`Delaware limited liability company (formerly known as Southwire Company) (the “Company”
`or the “Borrower Representative”) and a wholly owned Subsidiary of Southwire Operations,
`and CUBS ACQUISITION CORPORATION, a Delaware corporation (“Merger Sub”; and from
`and after consummation of the Acquisition, COLEMAN CABLE, INC., a Delaware corporation
`(“New Cubs”; and together with Southwire Operations, Company, and Southwire Canada, the
`“Borrowers”, and each a “Borrower”), the other Borrowers from time to time party thereto, the
`lending institutions from time to time party thereto (each a “Lender” and, collectively,
`the
`“Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative
`
`Agent and the Collateral Agent.
`
`WITNESSETH:
`
`WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make
`Loans and the Issuing Banks have agreed to issue Letters of Credit to the Canadian Borrowers
`upon the terms and subject to the conditions set forth therein;
`
`WHEREAS, in connection with the Credit Agreement, each Grantor and any Subsidiaries that
`become a party thereto, have executed and delivered a Security Agreement, dated as of February
`11, 2014 in favour of the Collateral Agent (together with all amendments and modifications, if
`any, from time to time thereafter made thereto, the “Security Agreement”);
`
`WHEREAS, pursuant to the Security Agreement, Grantor has pledged and granted to the
`Collateral Agent for the benefit of the Collateral Agent and the Secured Parties continuing
`security interest in all Intellectual Property, including the Trademarks, that is not Excluded
`Property; and
`
`the receipt of which is hereby
`NOW THEREFORE, for good and valuable consideration,
`acknowledged, and in order to induce the Lenders to make Loans, to induce Issuing Banks to
`issue Letters of Credit and to induce one or more Lenders or Affiliates of Lenders to enter into
`
`Canadian Secured Cash Management Agreements or Canadian Secured Hedge Agreements with
`Canadian Credit Parties, Grantor agrees, for the benefit of the Collateral Agent and the Secured
`Parties, as follows:
`
`Jiawei et al. Exhibit 1023 Page 3
`
`TRADEMARK
`
`REEL: 005220 FRAME: 0306
`
`Jiawei et al. Exhibit 1023 Page 3
`
`

`
`-2-
`
`Definitions. Unless otherwise defined herein or the context otherwise requires, terms
`used in this Agreement, including its preamble and recitals, have the meanings provided
`or provided by reference in the Credit Agreement and the Security Agreement.
`
`Grant of Security Interest. Grantor hereby grants a security interest in all of Grantor’s
`right, title and interest in, to and under the Trademarks that are not Excluded Property
`(including, without limitation, those items listed on Schedule A hereto), including the
`goodwill associated with such Trademarks and the right to receive all Proceeds therefrom
`(collectively, the “C0llateral”), to the Collateral Agent for the benefit of the Secured
`Parties as collateral security for payment and performance when due of the Obligations.
`
`Purpose. This Agreement has been executed and delivered by Grantor for the purpose of
`recording the grant of security interest herein with the CIPO. The security interest
`granted hereby has been granted to the Secured Parties in connection with the Security
`Agreement and is expressly subject to the terms and conditions thereof. The Security
`Agreement (and all rights and remedies of the Secured Parties thereunder) shall remain in
`full force and effect in accordance with its terms.
`
`Acknowledgment. Grantor does hereby further acknowledge and affirm that the rights
`and remedies of the Secured Parties with respect to the security interest in the Collateral
`granted hereby are more fully set forth in the Credit Agreement and the Security
`Agreement,
`the terms and provisions of which (including the remedies provided for
`therein) are incorporated by reference herein as if fully set forth herein.
`In the event of
`any conflict between the terms of this Agreement and the terms of the Security
`Agreement, the terms of the Security Agreement shall govern.
`
`Termination. This Agreement shall terminate and the security interest in the Collateral
`shall be released in accordance with Section 6.5 of the Security Agreement.
`
`Counterparts. This Agreement may be executed in counterparts, each of which will be
`deemed an original, but all of which together constitute one and the same original.
`
`Governing Law: This Agreement shall be governed by, and construed in accordance with,
`the laws of the Province of Ontario and the federal laws of Canada applicable therein.
`
`Jiawei et al. Exhibit 1023 Page 4
`
`TRADEMARK
`
`REEL: 005220 FRAME: 0307
`
`Jiawei et al. Exhibit 1023 Page 4
`
`

`
`IN WITNESS WHEREOF, each ofthe. parties h§rero_.4l1as caused a" counterpart ofthis Agreement
`to be duly executed and delivered as of ‘the.date'?.first— above Written.
`
`WOODS INDUSTRIES (CANADA) INC.,
`an Ontario corpAorati'on,
`as a Grantor
`
`
`
`[Signature Page-to Trademark Se'curity..Agr‘eem.cht -- Canada]
`
`Jiawei et al. Exhibit 1023 Page 5
`
`TRADEMARK
`
`REEL: 005220 FRAME: 0308
`
`Jiawei et al. Exhibit 1023 Page 5
`
`

`
`Jiawei et al. Exhi
`
`it 1023 Page 6
`
`TRADEMARK
`
`REEL: 005220 FRAME: 0309
`
`Jiawei et al. Exhibit 1023 Page 6
`
`
`
`

`
`SCHEDULE A
`
`Trademark Registrations and Applications
`
`For Trademarks:
`
`Canada
`
`Canada
`
`_
`TMA554870
`
`391222
`TMA218032
`
`1373573
`
`(
`
`)
`
`WOODS (CA)
`
`WOODS (CA)
`
`BETTER IDEAS THAT MAKE A Canada
`LASTING DIFFERENCE
`CLAMP LAMP
`
`Canada
`
`CORD CADDY
`
`DELTATRON
`
`GATOR HIDE
`
`HOME POWER
`
`HOUSEFINDER
`
`MOONRAYS
`
`Canada
`
`Canada
`
`Canada
`
`Canada
`
`Canada
`
`Canada
`
`MOONRAYS SINCE 1986
`
`Canada
`
`Canada
`
`Canada
`
`Canada
`
`Canada
`
`Canada
`
`POLAR CORD
`
`POWER CENTRE
`
`POWER LINE
`
`POWER PLUS
`
`POWER POST
`
`PRO POWER
`
`SEEING EYE
`
`STARTGUARD
`
`THERMONITOR
`
`Canada
`
`TMA514806
`
`WOODS (CA)
`
`WOODS (CA)
`
`WOODS (CA)
`
`WOODS (CA)
`
`WOODS (CA)
`
`WOODS (CA)
`
`WOODS (CA)
`
`WOODS (CA)
`
`WOODS (CA)
`
`WOODS (CA)
`
`WOODS (CA)
`
`WOODS (CA)
`
`WOODS (CA)
`
`WOODS (CA)
`
`493617
`TMA284748
`483593
`304553
`
`819940
`TMA514570
`
`828590
`TMA520041
`
`816110
`TMA514366
`
`693576
`TMA408878
`
`564022
`TMA329754
`
`1407881
`TMA751,522
`
`586455
`TMA347582
`
`455013
`TMA254242
`
`815158
`TMA514201
`
`816111
`TMA514381
`
`687806
`TMA422530
`
`TMA506991
`
`TMA510521
`
`TMA216470
`
`TRADEMARK
`
`REEL: 005220 FRAME: 0310
`
`Jiawei et al. Exhibit 1023 Page 7
`
`

`
`—— TMA608325 —
`THIN PLUG
`Canada
`1302088
`WOODS (CA)
`TMA7 12269
`
`TMA383422
`
`TMA329758
`
`TURN-N-LOCK
`
`TWILIGHTS
`
`WINTERFLEX
`
`U.S. Trademarks
`
`Canada
`
`Canada
`
`Canada
`
`800415
`TMA470455
`
`061495 3
`TMA364541
`
`847186
`TMA5 29899
`
`WOODS (CA)
`
`WOODS (CA)
`
`WOODS (CA)
`
`WOODS (CA) 73/634361
`
`EASYSWITCH
`
`MOONRAYS
`
`US
`
`MOONRAYS SINCE 1986
`
`1478541
`
`77/568392
`3622279
`
`WOODS (CA)
`
`WOODS (CA)
`
`6296785
`
`RECORDED: 02/20/2014
`
`REEL: 005220 FRAME: 0311
`
`Jiawei et al. Exhibit 1023 Page 8
`
`TRADEMARK
`
`Jiawei et al. Exhibit 1023 Page 8