ESTTA Tracking number:
`
`Filing date:
`
`ESTTA1393359
`11/01/2024
`
`IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
`BEFORE THE TRADEMARK TRIAL AND APPEAL BOARD
`
`Proceeding no.
`
`91283297
`
`Party
`
`Correspondence
`address
`
`Plaintiff
`Grant Thornton LLP
`
`THAD CHALOEMTIARANA
`PATTISHALL, MCAULIFFE, NEWBURY, HILLIARD & GERALDSON LLP
`200 SOUTH WACKER DRIVE
`SUITE 2900
`CHICAGO, IL 60606
`UNITED STATES
`Primary email: tc@pattishall.com
`Secondary email(s): jrp@pattishall.com, aca@pattishall.com, jt@pattishall.com
`312-554-8000
`
`Submission
`
`Filer's name
`
`Filer's email
`
`Signature
`
`Date
`
`Motion to Join/Substitute Party
`
`Daniel S. Hess
`
`dsh@pattishall.com
`
`/Daniel S. Hess/
`
`11/01/2024
`
`Attachments
`
`Consent Motion to Substitute or Join Party.pdf(918661 bytes )
`
`

`

`
`
`UNITED STATES PATENT AND TRADEMARK OFFICE
`TRADEMARK TRIAL AND APPEAL BOARD
`
`
`
`
`GRANT THORNTON LLP
`
`
`
`
`
`
`
`
`
`
`Opposer,
`
`
`
`
`
`
`
`
`
`
`v.
`
`
`
`
`
`
`
`SENTRY CENTERS HOLDINGS, LLC,
`
`
`
`
`
`
`
`
`Applicant.
`
`
`
`
`)
`)
`)
`)
`)
`)
`)
`)
`)
`
`Opposition No. 91283297
`
`Serial Numbers 90/680,467
`
`
` 90/879,005
`
`
` 90/680,496
`
`CONSENT MOTION BY OPPOSER TO SUBSTITUTE PARTIES DUE TO
`ASSIGNMENT OF TRADEMARK OWNERSHIP PURSUANT TO TBMP § 512.01
`
`
`
`
`Pursuant to TBMP § 512.01, Opposer Grant Thornton LLP, by and through its
`
`undersigned counsel, hereby moves the Board to allow the substitution of Opposer, Grant
`
`Thornton LLP, with the new party Grant Thornton Advisors LLC. Grant Thornton LLP recently
`
`assigned the ownership rights in and to the CONVENE mark, including all rights in and to U.S.
`
`Reg. No. 6,038,143 for CONVENE, to Grant Thornton Advisors LLC. Therefore, Grant
`
`Thornton LLP requests this substitution to reflect the proper party in interest, or in the
`
`alternative, requests to join Grant Thornton Advisors LLC as a Co-Opposer to this action. On
`
`November 1, 2024, counsel for Opposer conferred with counsel for Applicant Sentry Centers
`
`Holdings, LLC, and counsel for Applicant consented to this motion. In support, Grant Thornton
`
`LLP hereby states as follows:
`
`1.
`
`On February 8, 2023, Grant Thornton LLP filed the instant Notice of Opposition
`
`alleging that Sentry Center Holdings LLC’s (“Applicant”) applications to register CONVENE
`
`STUDIO (U.S. Ser. App. No. 90/680,467), CONVENE STUDIO (U.S. Ser. App. No.
`
`90/879,005), and CONVENE STREAM (U.S. Ser. App. No. 90/680,496) (collectively the
`
`“Opposed Marks”) are likely to cause confusion with Grant Thornton LLP’s CONVENE mark.
`
`2267351v1
`
`- 1 -
`
`

`

`
`
`2.
`
`In the Notice of Opposition, Grant Thornton LLP alleged ownership of U.S.
`
`Registration No. 6,038,143 for CONVENE. A copy of the TSDR record for this registration is
`
`attached hereto as Exhibit A.
`
`3.
`
`Opposition.
`
`4.
`
`On April 25, 2024, Applicant filed its Answer to Grant Thornton LLP’s Notice of
`
`Grant Thornton LLP and Applicant have exchanged Initial Disclosures pursuant
`
`to Fed. R. Civ. P. 26 and have exchanged their first sets of discovery requests in this proceeding.
`
`5.
`
`Grant Thornton Advisors LLC is a Delaware corporation with a listed address and
`
`offices at 171 North Clark Street, Suite 200, Chicago, Illinois 60601.
`
`6.
`
`Due to a corporate reorganization, on May 31, 2024, Grant Thornton LLP and
`
`Grant Thornton Advisors LLC executed an Assignment of Intellectual Property Agreement
`
`whereby Grant Thornton LLP assigned ownership of several trademarks to Grant Thornton
`
`Advisors LLC, including all trademark rights in and to the mark CONVENE and U.S. Reg. No.
`
`6,038,143 for CONVENE (“Trademark Assignment”).
`
`7.
`
`The Trademark Assignment was recorded at the USPTO with respect to U.S.
`
`Reg. No. 6,038,143 for CONVENE on June 14, 2024 under Reel/Frame: 8479/0218. A copy of
`
`the Trademark Assignment recorded under Reel/Frame 8479/0218 is attached hereto as Exhibit
`
`B.
`
`8.
`
`Grant Thornton LLP attests that no delay will be caused by the substitution of
`
`Grant Thornton LLP with the new party Grant Thornton Advisors LLC as undersigned counsel
`
`shall also serve as counsel for Grant Thornton Advisors LLC.
`
`
`
`- 2 -
`
`

`

`
`
`9.
`
`Grant Thornton LLP attests that the new party, Grant Thornton Advisors LLC,
`
`shall have access to all relevant documents and witnesses knowledgeable regarding the topics
`
`relevant to this dispute including, but not limited to:
`
`a. all materials referenced in Grant Thornton LLP’s May 28, 2024 Initial
`
`Disclosures;
`
`b. the materials and information requested in Applicant’s June 27, 2024 First Set of
`
`Requests for Interrogatories, subject to all objections and limitations imposed by
`
`Fed. R. Civ. P. 33; and
`
`c. the materials and information requested in Applicant’s June 27, 2024 First Set of
`
`Requests for Production of Documents, subject to all objections and limitations
`
`imposed by Fed. R. Civ. P. 34.
`
`10.
`
`Grant Thornton LLP attests that Applicant will not suffer any prejudice from the
`
`granting of the substitution or joining of Grant Thornton Advisors LLC to this proceeding.
`
`11.
`
`Counsel for Grant Thornton LLP and Grant Thornton Advisors LLC conferred
`
`with counsel for Applicant on November 1, 2024, and counsel for Applicant consents to this
`
`substitution.
`
`WHEREFORE, Grant Thornton LLP respectfully requests that this Board substitute Grant
`
`Thornton Advisors LLC for Grant Thornton LLP as the Opposer in this proceeding pursuant to
`
`TBMP § 512.01. In the alternative, Grant Thornton LLP respectfully requests that the Board join
`
`Grant Thornton Advisors LLC as a Co-Opposer to this proceeding.
`
`
`
`
`
`
`
`
`
`- 3 -
`
`

`

`
`
`Dated: November 1, 2024
`
`
`
`
`
`
`
`Respectfully submitted,
`
`PATTISHALL, MCAULIFFE, NEWBURY,
`HILLIARD & GERALDSON LLP
`
`
`
`By: /s/ Daniel S. Hess
`Thad Chaloemtiarana
`Jacquelyn R. Prom
`Daniel S. Hess
`200 South Wacker Drive
`Suite 2900
`Chicago, Illinois 60606
`(312) 554-8000
`tc@pattishall.com
`jrp@pattishall.com
`dsh@pattishall.com
`
`Attorneys for Grant Thornton LLP and
`Grant Thornton Advisors LLC
`
`
`
`- 4 -
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`
`
`
`
`

`

`
`
`
`
`
`CERTIFICATE OF SERVICE
`
`I hereby certify that a copy of this MOTION BY OPPOSER TO SUBSTITUTE
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`PARTIES DUE TO ASSIGNMENT OF TRADEMARK OWNERSHIP PURSUANT TO TBMP
`
`§ 512.01 was served upon all counsel of record via email.
`
`
`
`Dated November 1, 2024
`
`
`
`
`
`
`
`
`
`
`/s/_Daniel S. Hess
`
`
`
`- 5 -
`
`

`

`
`
`
`
`EXHIBIT A
`EXHIBIT A
`
`

`

`Generated on: This page was generated by TSDR on 2024-10-30 17:02:28 EDT
`
`Mark: CONVENE
`
`US Serial Number: 88256420
`
`US Registration
`Number:
`
`6038143
`
`Filed as TEAS RF: Yes
`
`Register: Principal
`
`Mark Type: Service Mark
`
`TM5 Common Status
`Descriptor:
`
`Application Filing
`Date:
`
`Jan. 10, 2019
`
`Registration Date: Apr. 21, 2020
`
`Currently TEAS RF: Yes
`
`LIVE/REGISTRATION/Issued and Active
`
`The trademark application has been registered with the Office.
`
`Status: Registered. The registration date is used to determine when post-registration maintenance documents are due.
`
`Status Date: Apr. 21, 2020
`
`Publication Date:Jun. 25, 2019Notice of Allowance Date:Aug. 20, 2019
` 
`
`Mark Information
`
`Mark Literal
`Elements:
`
`CONVENE
`
`Standard Character
`Claim:
`
`Mark Drawing
`Type:
`
`Yes. The mark consists of standard characters without claim to any particular font style, size, or color.
`
`4 - STANDARD CHARACTER MARK
`
`Goods and Services
`
`Note:
`The following symbols indicate that the registrant/owner has amended the goods/services:
`Brackets [..] indicate deleted goods/services;
`Double parenthesis ((..)) identify any goods/services not claimed in a Section 15 affidavit of incontestability; and
`Asterisks *..* identify additional (new) wording in the goods/services.
`
`For: software as a service (SAAS), namely, a web-based software platform for use in project planning and management, document
`management, and collaborating on shared documents, all for business auditing purposes
`
`International
`Class(es):
`
`042 - Primary Class
`
`Class Status: ACTIVE
`
`Basis: 1(a)
`
`First Use: Apr. 2019
`
`Filed Use: No
`
`Filed ITU: Yes
`
`Filed 44D: No
`
`Filed 44E: No
`
`Filed 66A: No
`
`U.S Class(es): 100, 101
`
`Use in Commerce: Apr. 2019
`
`Basis Information (Case Level)
`
`Currently Use: Yes
`
`Currently ITU: No
`
`Currently 44D: No
`
`Currently 44E: No
`
`Currently 66A: No
`
`Filed No Basis: No
`
`Currently No Basis: No
`
`Current Owner(s) Information
`
`

`

`Owner Name: Grant Thornton LLP
`
`Owner Address: 171 N. Clark Street, Suite 200
`Chicago, ILLINOIS UNITED STATES 60601
`
`Legal Entity Type: limited liability partnership
`
`State or Country
`Where Organized:
`
`ILLINOIS
`
`Attorney/Correspondence Information
`
`Attorney Name: Thad Chaloemtiarana
`
`Docket Number: 2257-158
`
`Attorney of Record
`
`Attorney Primary
`Email Address:
`
`tc@pattishall.com
`
`Attorney Email
`Authorized:
`
`Yes
`
`Correspondent
`
`Correspondent
`Name/Address:
`
`Thad Chaloemtiarana
`Pattishall, McAuliffe, Newbury, Hilliard & Geralds
`200 SOUTH WACKER DRIVE, SUITE 2900
`CHICAGO, ILLINOIS United States 60606
`
`Phone: 312-554-8000
`
`Fax:
`
`(312) 554-8015
`
`Correspondent e-
`mail:
`
`tc@pattishall.com ntp@pattishall.com aca@pattis
`hall.com mdr@pattishall.com
`
`Correspondent e-
`mail Authorized:
`
`Yes
`
`Domestic Representative - Not Found
`Prosecution History
`
`Date
`
`Description
`
`Oct. 22, 2024
`
`TEAS SECTION 7 REQUEST RECEIVED
`
`Jun. 20, 2024
`
`ASSIGNMENT OF OWNERSHIP NOT UPDATED AUTOMATICALLY
`
`Jun. 13, 2024
`
`ASSIGNMENT OF OWNERSHIP NOT UPDATED AUTOMATICALLY
`
`Apr. 21, 2020
`
`REGISTERED-PRINCIPAL REGISTER
`
`Mar. 20, 2020
`
`NOTICE OF ACCEPTANCE OF STATEMENT OF USE E-MAILED
`
`Mar. 19, 2020
`
`ALLOWED PRINCIPAL REGISTER - SOU ACCEPTED
`
`Mar. 07, 2020
`
`STATEMENT OF USE PROCESSING COMPLETE
`
`Feb. 18, 2020
`
`USE AMENDMENT FILED
`
`Mar. 07, 2020
`
`CASE ASSIGNED TO INTENT TO USE PARALEGAL
`
`Feb. 18, 2020
`
`TEAS STATEMENT OF USE RECEIVED
`
`Feb. 18, 2020
`
`TEAS CHANGE OF CORRESPONDENCE RECEIVED
`
`Feb. 18, 2020
`
`APPLICANT/CORRESPONDENCE CHANGES (NON-RESPONSIVE) ENTERED
`
`Feb. 18, 2020
`
`ATTORNEY/DOM.REP.REVOKED AND/OR APPOINTED
`
`Feb. 18, 2020
`
`TEAS REVOKE/APP/CHANGE ADDR OF ATTY/DOM REP RECEIVED
`
`Feb. 18, 2020
`
`TEAS CHANGE OF OWNER ADDRESS RECEIVED
`
`Aug. 20, 2019
`
`NOA E-MAILED - SOU REQUIRED FROM APPLICANT
`
`Jun. 25, 2019
`
`OFFICIAL GAZETTE PUBLICATION CONFIRMATION E-MAILED
`
`Jun. 25, 2019
`
`PUBLISHED FOR OPPOSITION
`
`Jun. 05, 2019
`
`NOTIFICATION OF NOTICE OF PUBLICATION E-MAILED
`
`May 19, 2019
`
`ASSIGNED TO LIE
`
`May 05, 2019
`
`APPROVED FOR PUB - PRINCIPAL REGISTER
`
`Apr. 19, 2019
`
`TEAS/EMAIL CORRESPONDENCE ENTERED
`
`Apr. 19, 2019
`
`CORRESPONDENCE RECEIVED IN LAW OFFICE
`
`Apr. 19, 2019
`
`TEAS RESPONSE TO OFFICE ACTION RECEIVED
`
`Mar. 27, 2019
`
`NOTIFICATION OF NON-FINAL ACTION E-MAILED
`
`Mar. 27, 2019
`
`NON-FINAL ACTION E-MAILED
`
`Mar. 27, 2019
`
`NON-FINAL ACTION WRITTEN
`
`Mar. 26, 2019
`
`ASSIGNED TO EXAMINER
`
`Jan. 31, 2019
`
`NEW APPLICATION OFFICE SUPPLIED DATA ENTERED
`
`Jan. 14, 2019
`
`NEW APPLICATION ENTERED
`TM Staff and Location Information
`
`Proceeding
`Number
`
`

`

`Current Location: PUBLICATION AND ISSUE SECTION
`
`Date in Location: Mar. 19, 2020
`
`Assignment Abstract Of Title Information
`
`TM Staff Information - None
`
`File Location
`
`Summary
`
`Total Assignments: 2
`
`Assignment 1 of 2
`
`Registrant: Grant Thornton LLP
`
` 
`
`Conveyance: ASSIGNS THE ENTIRE INTEREST
`
`Reel/Frame: 8479/0218
`
`Date Recorded: Jun. 14, 2024
`
`Supporting
`Documents:
`
`assignment-tm-8479-0218.pdf
`
`Pages: 15
`
`Name: GRANT THORNTON LLP
`
`Execution Date: May 30, 2024
`
`Assignor
`
`Legal Entity Type: LIMITED LIABILITY PARTNERSHIP
`
`Name: GRANT THORNTON ADVISORS LLC
`
`Legal Entity Type: LIMITED LIABILITY COMPANY
`
`Address: 171 NORTH CLARK STREET
`SUITE 200
`CHICAGO, ILLINOIS 60601
`
`State or Country
`Where Organized:
`
`ILLINOIS
`
`Assignee
`
`State or Country
`Where Organized:
`
`DELAWARE
`
`Correspondent
`
`Correspondent
`Name:
`
`Correspondent
`Address:
`
`FRANK HWANG
`
`ONE INTERNATIONAL PLACE, 40TH FLOOR
`100 OLIVER STREET
`BOSTON, MA 02110
`
`Domestic Representative - Not Found
`
`Assignment 2 of 2
`
`Conveyance: TRADEMARK SECURITY AGREEMENT
`
`Reel/Frame: 8448/0364
`
`Date Recorded: May 31, 2024
`
`Supporting
`Documents:
`
`assignment-tm-8448-0364.pdf
`
`Pages: 7
`
`Name: GRANT THORNTON ADVISORS LLC
`
`Execution Date: May 31, 2024
`
`Assignor
`
`Legal Entity Type: LIMITED LIABILITY COMPANY
`
`State or Country
`Where Organized:
`
`DELAWARE
`
`Assignee
`
`Name: DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
`
`Legal Entity Type: AKTIENGESELLSCHAFT (AG)
`
`State or Country
`Where Organized:
`
`NEW YORK
`
`Address: ONE COLUMBUS CIRCLE
`NEW YORK, NEW YORK 10019
`
`Correspondent
`Name:
`
`Correspondent
`Address:
`
`KHADIJAH SAMPSON
`
`1025 CONNECTICUT AVE NW, SUITE 712
`COGENCY GLOBAL INC.
`WASHINGTON, DC 20036
`
`Correspondent
`
`Domestic Representative - Not Found
`
`

`

`Proceedings
`
`Summary
`
`Number of
`Proceedings:
`
`1
`
`Proceeding
`Number:
`
`91283297
`
`Status: Suspended
`
`Interlocutory
`Attorney:
`
`STEVEN W FERRELL
`
`Type of Proceeding: Opposition
`
` 
`
`Filing Date: Feb 08, 2023
`
`Status Date: Jul 17, 2024
`
`Defendant
`
`Name: Sentry Centers Holdings, LLC
`
`Correspondent
`Address:
`
`TERENCE J. LINN
`GARDNER, LINN, BURKHART & ONDERSMA LLP
`2900 CHARLEVOIX DRIVE SE, SUITE 300
`GRAND RAPIDS MI UNITED STATES , 49546
`
`Correspondent e-
`mail:
`
`Associated marks
`
`Mark
`
`CONVENE STUDIO
`
`CONVENE STUDIO
`
`CONVENE STREAM
`
`linn@gardner-linn.com , visser@gardner-linn.com , patents@gardner-linn.com , kendall@gardner-linn.com
`
`Application Status
`
`Serial Number
`
`Registration
`Number
`
`90680467
`
`90879005
`
`90680496
`
`Name: Grant Thornton LLP
`
`Correspondent
`Address:
`
`THAD CHALOEMTIARANA
`PATTISHALL, MCAULIFFE, NEWBURY, HILLIARD & GERALDSON LLP
`200 SOUTH WACKER DRIVE, SUITE 2900
`CHICAGO IL UNITED STATES , 60606
`
`Plaintiff(s)
`
`Correspondent e-
`mail:
`
`Associated marks
`
`Mark
`
`CONVENE
`
`tc@pattishall.com , jrp@pattishall.com , aca@pattishall.com , jt@pattishall.com
`
`Application Status
`
`Serial Number
`
`Registration
`Number
`
`88256420
`
`6038143
`
`Due Date
`
`Entry Number
`
`History Text
`
`Prosecution History
`
`34
`
`33
`
`32
`
`31
`
`30
`
`29
`
`28
`
`27
`
`26
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`25
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`24
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`23
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`22
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`21
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`20
`
`19
`
`18
`
`REQ FOR PROG ON SETTL - SUSPENDED
`
`P MOT TO SUSP W/ CONSENT PEND SETTL NEGOTIATIONS
`
`REQ FOR PROG ON SETTL - SUSPENDED
`
`P MOT TO SUSP W/ CONSENT PEND SETTL NEGOTIATIONS
`
`ANSWER
`
`REQ FOR PROG ON SETTL - SUSPENDED
`
`D MOT TO SUSP W/ CONSENT PEND SETTL NEGOTIATIONS
`
`SUSPENDED
`
`D MOT TO SUSP W/ CONSENT PEND SETTL NEGOTIATIONS
`
`SUSPENDED
`
`D MOT TO SUSP W/ CONSENT PEND SETTL NEGOTIATIONS
`
`SUSPENDED
`
`D MOT TO SUSP W/ CONSENT PEND SETTL NEGOTIATIONS
`
`SUSPENDED
`
`D MOT TO SUSP W/ CONSENT PEND SETTL NEGOTIATIONS
`
`SUSPENDED
`
`D MOT TO SUSP W/ CONSENT PEND SETTL NEGOTIATIONS
`
`Date
`
`Sep 18, 2024
`
`Sep 13, 2024
`
`Jul 17, 2024
`
`Jul 12, 2024
`
`Apr 25, 2024
`
`Feb 24, 2024
`
`Feb 16, 2024
`
`Jan 18, 2024
`
`Jan 18, 2024
`
`Dec 18, 2023
`
`Dec 18, 2023
`
`Nov 17, 2023
`
`Nov 17, 2023
`
`Oct 19, 2023
`
`Oct 19, 2023
`
`Sep 20, 2023
`
`Sep 20, 2023
`
`

`

`17
`
`16
`
`15
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`14
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`13
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`12
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`11
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`10
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`9
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`8
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`7
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`6
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`5
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`4
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`3
`
`2
`
`1
`
`SUSPENDED
`
`D MOT TO SUSP W/ CONSENT PEND SETTL NEGOTIATIONS
`
`SUSPENDED
`
`D MOT TO SUSP W/ CONSENT PEND SETTL NEGOTIATIONS
`
`SUSPENDED
`
`D MOT TO SUSP W/ CONSENT PEND SETTL NEGOTIATIONS
`
`SUSPENDED
`
`D MOT TO SUSP W/ CONSENT PEND SETTL NEGOTIATIONS
`
`SUSPENDED
`
`D MOT TO SUSP W/ CONSENT PEND SETTL NEGOTIATIONS
`
`SUSPENDED
`
`D MOT TO SUSP W/ CONSENT PEND SETTL NEGOTIATIONS
`
`SUSPENDED
`
`D MOT TO SUSP W/ CONSENT PEND SETTL NEGOTIATIONS
`
`INSTITUTED
`
`NOTICE AND TRIAL DATES SENT; ANSWER DUE:
`
`FILED AND FEE
`
`Aug 18, 2023
`
`Aug 18, 2023
`
`Jul 14, 2023
`
`Jul 14, 2023
`
`Jun 16, 2023
`
`Jun 16, 2023
`
`May 17, 2023
`
`May 17, 2023
`
`Apr 14, 2023
`
`Apr 14, 2023
`
`Mar 16, 2023
`
`Mar 16, 2023
`
`Feb 14, 2023
`
`Feb 14, 2023
`
`Feb 08, 2023
`
`Feb 08, 2023
`
`Feb 08, 2023
`
`Mar 20, 2023
`
`

`

`Reg. No. 6,038,143
`
`Registered Apr. 21, 2020
`
`Grant Thornton LLP  (ILLINOIS limited liability partnership )
`171 N. Clark Street, Suite 200
`Chicago, ILLINOIS 60601
`
`Int. Cl.: 42
`
`Service Mark
`
`Principal Register
`
`CLASS 42: software as a service (SAAS), namely, a web-based software platform for use in
`project planning and management, document management, and collaborating on shared
`documents, all for business auditing purposes
`
`FIRST USE 4-00-2019; IN COMMERCE 4-00-2019
`
`THE MARK CONSISTS OF STANDARD CHARACTERS WITHOUT CLAIM TO ANY
`PARTICULAR FONT STYLE, SIZE OR COLOR
`
`SER. NO. 88-256,420, FILED 01-10-2019
`
`

`

`REQUIREMENTS TO MAINTAIN YOUR FEDERAL TRADEMARK REGISTRATION
`
`WARNING: YOUR REGISTRATION WILL BE CANCELLED IF YOU DO NOT FILE THE
`DOCUMENTS BELOW DURING THE SPECIFIED TIME PERIODS.
`
`Requirements in the First Ten  Years*
`What and When to File:
`
`First Filing Deadline:  You must file a Declaration of Use (or Excusable Nonuse) between the 5th and 6th
`
`years after the registration date.
`
` See 15 U.S.C. §§1058, 1141k.
`
` If the declaration is accepted, the
`
`registration will continue in force for the remainder of the ten-year period, calculated from the registration
`
`date, unless cancelled by an order of the Commissioner for Trademarks or a federal court.
`
`Second Filing Deadline:  You must file a Declaration of Use (or Excusable Nonuse) and an Application
`
`for Renewal between the 9th and 10th years after the registration date.* See 15 U.S.C. §1059.
`
`Requirements in Successive Ten-Year Periods*
`What and When to File:
`
` and  an  Application for Renewal
`You must file a Declaration of Use (or Excusable Nonuse)
`between every 9th and 10th-year period, calculated from the registration date.*
`
`Grace Period Filings*
`
`The above documents will be accepted as timely if filed within six months after the deadlines listed above with
`the payment of an additional fee.
`
`*ATTENTION MADRID PROTOCOL REGISTRANTS:  The holder of an international registration with an
`extension of protection to the United States under the Madrid Protocol must timely file the Declarations of Use
`(or Excusable Nonuse) referenced above directly with the United States Patent and Trademark Office (USPTO).
`The time periods for filing are based on the U.S. registration date (not the international registration date).  The
`deadlines and grace periods for the Declarations of Use (or Excusable Nonuse) are identical to those for
`nationally issued registrations.  See 15 U.S.C. §§1058, 1141k.  However, owners of international registrations
`do not file renewal applications at the USPTO. Instead, the holder must file a renewal of the underlying
`international registration at the International Bureau of the  World Intellectual Property Organization, under
`Article 7 of the Madrid Protocol, before the expiration of each ten-year term of protection, calculated from the
`date of the international registration.  See 15 U.S.C. §1141j.  For more information and renewal forms for the
`international registration, see http://www.wipo.int/madrid/en/.
`
`NOTE:  Fees and requirements for maintaining registrations are subject to change.  Please check the
`USPTO website for further information.
` With the exception of renewal applications for registered
`extensions of protection, you can file the registration maintenance documents referenced above online at h
`ttp://www.uspto.gov.
`
`NOTE:  A courtesy e-mail reminder of USPTO maintenance filing deadlines will be sent to trademark
`owners/holders who authorize e-mail communication and maintain a current e-mail address with the
`USPTO. To ensure that e-mail is authorized and your address is current, please use the Trademark
`Electronic  Application System (TEAS) Correspondence  Address and Change of Owner  Address Forms
`available at http://www.uspto.gov.
`
`Page: 2 of 2 / RN # 6038143
`
`

`

`EXHIBIT B
`EXHIBIT B
`
`
`
`
`
`

`

`900863152
`
`06/14/2024
`
`TRADEMARK ASSIGNMENT COVER SHEET
`
`Electronic Version v1.1
`Stylesheet Version v1.2
`
`Assignment ID: TMI298100
`
`SUBMISSION TYPE:
`
`NEW ASSIGNMENT
`
`NATURE OF CONVEYANCE:
`
`ASSIGNMENT OF THE ENTIRE INTEREST AND THE GOODWILL
`
`CONVEYING PARTY DATA
`
`Grant Thornton LLP
`
`RECEIVING PARTY DATA
`
`05/30/2024
`
`Limited Liability Partnership:
`ILLINOIS
`
`Limited Liability Company: DELAWARE
`
`PROPERTY NUMBERS Total: 12
`
`[—Properiytype[NumberWordWak
`
`
`
`CH$315.00.0078586803
`
`
`SeriiNumber:———|seratss0|SSCS
`
`SeriNumber:|sesrsoa0|SSS
`
`
`CORRESPONDENCE DATA
`
`
`Fax Number:
`
`
`Correspondencewill be sent to the e-mail addressfirst; if that is unsuccessful, it will be sent
`using a fax number, if provided; if that is unsuccessful, it will be sent via US Mail.
`
`
`
`
`Phone:
`6177287100
`
`
`Email:
`bospatents@dechert.com,richard.mooney@dechert.com
`TRADEMARK
`
`REEL: 008479 FRAME: 0218
`900863152
`
`

`

`Correspondent Name:
`Address Line 1:
`AddressLine 2:
`
`FRANK HWANG
`One International Place, 40th Floor
`100 Oliver Street
`
`source=205589ProjectTurbolPAssignmentAgreement#page 13.tif
`
`Total Attachments: 13
`source=205589ProjectTurbolPAssignmentAgreement#page 1.tif
`source=205589ProjectTurbolPAssignmentAgreement#pagez.tif
`source=205589ProjectTurbolPAssignmentAgreement#page3.tif
`source=205589ProjectTurbolPAssignmentAgreement#page4.tif
`source=205589ProjectTurbolPAssignmentAgreement#page5.tif
`source=205589ProjectTurbolPAssignmentAgreement#page6.tif
`source=205589ProjectTurbolPAssignmentAgreement#page7.tif
`source=205589ProjectTurbolPAssignmentAgreement#pages.tif
`source=205589ProjectTurbolPAssignmentAgreement#page9. tif
`source=205589ProjectTurbolPAssignmentAgreement#page 10.tif
`source=205589ProjectTurbolPAssignmentAgreement#page 11 .tif
`source=205589ProjectTurbolPAssignmentAgreement#page 12.tif
`
`Address Line 4:
`
`Boston, MASSACHUSETTS 02110
`
`TRADEMARK
`REEL: 008479 FRAME: 0219
`
`

`

`EXECUTION VERSION
`
`ASSIGNMENT OF INTELLECTUAL PROPERTY
`
`This ASSIGNMENT OF INTELLECTUAL PROPERTY(this “Assignment”) is made as of
`May 30, 2024 (the “Effective Date”) by and between Grant Thornton LLP, an Illinois limited liability
`partnership (“‘Assignor”’) and Grant Thornton Advisors LLC, a Delaware limited liability company
`(“Assignee”). The Assignor and Assignee are each referred to as a “Party” and together as the “Parties”.
`
`WHEREAS, Assignor, Assignee and Grant Thornton Advisors Holdings LLC have entered into
`that certain Securities Purchase and Reorganization Agreement, dated as of March 4, 2024 (as it may be
`amended, modified or restated from time to time, the “Purchase Agreement”), by and among (a) GT
`Partners SPV LLC, a Delaware limited liability company, (b) Assignee, (c) Grant Thornton Advisors
`Holdings LLC, (d) Assignor, (e) the Grant Thornton partners and principals signatory thereto by executing
`a joinder thereto and such partner’s and principal’s individual single shareholder S corporation signatory
`thereto by executing a joinder thereto, (f) Turbo Purchaser LLC, a Delawarelimited liability company, and
`(g) Turbo Merger Sub LLC, a Delawarelimited liability company;
`
`WHEREAS, Assignor and Assignee have entered into a certain Contribution, Assignment,
`Assumption, and Indemnification Agreement, dated as of May 30, 2024 (the “Company Contribution
`Agreement”), pursuant
`to which, among other
`things, Assignor
`irrevocably and unconditionally
`contributed, assigned,
`transferred, conveyed and delivered to Assignee (and Assignee accepted and
`acquired)all of Assignor’s rights, title and interest in and to, any andall of the Assigned Assets, including
`the Assigned Intellectual Property;
`
`WHEREAS, all capitalized terms used and not otherwise defined herein shall have the meanings
`ascribed to them in the Company Contribution Agreement, or Purchase Agreement, as applicable; and
`
`WHEREAS, Assignor wishes to confirm, memorialize and record the assignment of the Assigned
`Intellectual Property to Assignee as setforth in the Company Contribution Agreement.
`
`NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants set
`forth herein and in the Company Contribution Agreement, and for other good and valuable consideration,
`the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
`
`1. Assignment. The Assignor does hereby confirm the irrevocable and unconditional contribution,
`assignment,
`transfer, conveyance and delivery to Assignee, and Assignee hereby confirms the
`acceptance and acquisition of, all of Assignor’s worldwiderights, title, and interest in and to any and
`all Assigned Intellectual Property (as defined in the Company Contribution Agreement), together with:
`(a) the goodwill of the business connected with the use of, and that is symbolized by, the Trademarks;
`and (b)all causesorrights of action andall rights of reimbursement of Assignor, including (i) the right
`to collect royalties, fees, income, payments and proceeds now orhereafter due or payable in connection
`with the Assigned Intellectual Property, (ii) the right to sue and recover damagesfor present, future or
`past infringements, dilutions, misappropriations, violations, misuses, breaches, or defaults of or with
`respect to the Assigned Intellectual Property, and to fully and entirely stand in the place of Assignorin
`all matters related thereto, including the right to claim, retain and recover any damages, lost profits and
`any other remedy in respect to the aforesaid, (iii) the right to prosecute, maintain and defend the
`Assigned Intellectual Property before any public or private agency, office or registrar including by
`filing reissues, reexaminations, divisions, continuations, continuations-in-part, substitutes, renewals,
`extensions and all other applications relating to the Assigned Intellectual Property,(iv) the right, if any,
`to claim priority based on the filing dates of any of the Assigned Intellectual Property and (v) all
`equivalent rights that, now or hereafter, may be secured under the Lawsof any jurisdiction for any of
`the rights referred to in the foregoing clauses(i) through (iv), in each case of (a) and (b), to be held and
`enjoyed by Assignee for its own use and benefit and for its successors and assigns as the same would
`have been held as fully and entirely by Assignor had this assignment not been made. For purposes of
`30941691
`
`TRADEMARK
`REEL: 008479 FRAME: 0220
`
`

`

`the foregoing, “Assigned Intellectual Property” includes all of the registrations and applications for
`registration set forth in Schedule A and excludes all Excluded Assets and Retained Assets (as defined
`in the Company Contribution Agreement).
`
`Further Assurances. The Assignor shall, and shall cause its Affiliates, directors, board members,
`principals, partners, officers, employees, agents, members, and representatives to, promptly execute,
`acknowledge and deliver such documents, and do and perform such acts and things as Assignee, its
`legal representatives, its successors and/or assigns may reasonably request to give effect to, document
`and record, perfect and enforce the assignment herein confirmed,
`including recordable intellectual
`property assignments as may be required to give full effect to and to perfect the rights of Assignee, its
`successors and/or assigns under the Assignmentin and to the Assigned Intellectual Property worldwide.
`
`Recordation. The Assignor hereby authorizes and requests that the United States Commissioner of
`Patents and Trademarks, the Register of Copyrights, or any other applicable governmentofficer and
`the corresponding entities or agencies in any applicable foreign jurisdictions, as applicable, to record
`Assignee as assignee and owner of the Assigned Intellectual Property including the items set forth in
`Schedule A.
`
`Governing Law. This Assignment, and all claims or causes of actions (whether at Law, in contract or
`in tort) that may be based upon, arise out of or are related to this Assignment or the negotiation,
`execution or performance of this Assignment, shall be governed by, and construed in accordance with,
`the Lawsof the State of Delaware, without giving effect to conflicts of laws principles (whether of the
`State of Delaware or any other jurisdiction that would cause the application of the Laws of any
`Jurisdiction other than the State of Delaware).
`
`Counterparts/Conflicts. This Assignment may be executed manually or by facsimile or email delivery
`by the Parties, in any number of counterparts, each of which shall be considered an original, and all of
`which together shall be considered one and the same agreement. The Assignment shall become
`effective when each of Assignor and Assignee have executed this Assignment. Nothing in this
`Assignment express or implied, is intended to or shall be construed to modify, expand or limit in any
`way the rights or obligations of the parties hereto under, or the terms of, the Company Contribution
`Agreement. To the extent that any provision of this Assignment conflicts with the terms of the
`CompanyContribution Agreement, the Company Contribution Agreementshall govern, including with
`respect to the enforcementof the rights and obligations of the parties hereto.
`
`Miscellaneous. The provisions of Sections 12(a)-(d) and Sections 12(f)-(i) of
`Contribution Agreementare incorporated by reference herein, mutatis mutandis.
`
`the Company
`
`[Signature page follows. ]
`
`TRADEMARK
`REEL: 008479 FRAME: 0221
`
`

`

`The undersigned parties, by their authorized representatives, have executed this Assignment of
`Intellectual Property effective as of the Effective Date:
`
`“ASSIGNEE”:
`
`GRANT THORNTON ADVISORS LLC
`
`By:
`Seth L. Siegel
`Name:
`Chief Executive Officer
`Title:
`Date: May 30, 2024
`
`“ASSIGNOR”:
`
`GRANT THORNTON LLP
`
`anet Malzone
`Title:|National Managing Partner of Audit &
`Assurance Services
`Date: May 30, 2024
`
`ne aeName:
`
`
`
`[Signature Page to Intellectual Property Assignment Agreement]
`
`TRADEMARK
`REEL: 008479 FRAME: 0222
`
`

`

`
`
` 10/18/2022
`
` Method for Grant Thornton U.S. Registration No.
`
`
`
`Grant Thornton
`LLP
`
`Grant Thornton
`LLP
`
`System for
`accelerating
`Sarbanes-Oxley
`(SOX)
`compliance
`process for
`managementof a
`company *
`Computer
`readable medium
`for accelerating
`Sarbanes-Oxley
`(SOX)
`compliance
`process for
`managementof a
`company *
`
`Grant Thornton
`LLP
`
`Grant Thornton
`LLP
`
`Grant Thornton
`LLP
`
`LLP
`
`U.S.
`
`U.S.
`
`U.S.
`
`U.S.
`
`System and
`method for audit
`report generation
`from structured
`
`data
`
`SCHEDULE A
`
`Intellectual Property Registrations and Applications for Registration
`
`Application /
`Jurisdictionof
`Owner of Record
`Date of
`Application /
`Registration
`Application /
`Number
`Registration
`Patents
`
`
`
`
`
`Registration No.
`7505933
`
`Registration No.
`7454375
`
`Registration No.
`7447650
`
`Registration No.:
`11030565
`
`Registration No.:
`11132698
`
`Issue Date:
`3/17/2009
`
`Issue Date:
`11/18/2008
`
`Issue Date:
`11/04/2008
`
`Issue Date:
`06/08/2021
`
`Issue Date:
`09/28/2021
`
`11,475,389
`
`TRADEMARK
`REEL: 008479 FRAME: 0223
`
`accelerating
`Sarbanes-Oxley
`(SOX)
`compliance
`process for
`managementof a
`
`company *
`System and
`method for audit
`report generation
`from structured
`data
`System and
`methods for
`general ledger
`flagging
`
`
`

`

`
`
`
`
`
`
`Ite Owner of Record|Jurisdiction of Application / Date of
`
`Application /
`Registration
`Application /
`
`Registration
`Number
`Registration
`U.S.
`Application No.
`01/17/2023
`18097650
`
`Distributed
`Document
`Management
`
`Grant Thornton
`LLP
`
`
`
`
`
`
`
`
`
`
`System and Registration No.:|03/19/2024Grant Thornton U.S.
`
`
`methods for
`LLP
`11,935,073
`general ledger
`flagging
`
`
`
`
`Neural Network Application No.:|08/10/2024Grant Thornton U.S.
`
`
`
`
`Based Method for|LLP 18232637
`Matching Needs
`with Providers
`
`(alyx)
`Registered Trademarks and Application for Registered Trademarks
`
`CORPORATEGO| Grant Thornton
`U.S.
`Reg. No.:
`VERNOR
`LLP
`3179419
`
`Reg. Date:
`December 5, 2006
`
`
`
`CONVENE
`
`Grant Thornton
`LLP
`
`U.S.
`
`Reg. No.:
`6038143
`
`Reg. Date:
`April 21, 2020
`
`
`
`FEDHEADS
`
`Grant Thornton
`LLP
`
`U.S.
`
`Reg. No.:
`6846228
`
`Reg. Date:
`September13,
`2022
`
`
`
`ALYX
`
`Grant Thornton
`LLP
`
`U.S.
`
`6681157
`
`Reg Date: March
`22, 2022
`
`
`
`ALYX (Stylized)|Grant Thornton U.S. Reg. No.: Reg. Date:
`
`
`
`
`LLP
`6703147
`April 12, 2022
`
`ALYX
`
`Grant Thornton
`LLP
`
`U.S.
`
`Serial No.
`90365442
`
`Notregistered,
`application
`submitted on
`December 8, 2020
`(currently
`suspended)
`
`TRADEMARK
`REEL: 008479 FRAME: 0224
`
`

`

`
`
`
`
`
`
`
`
`
`
`
`
`
`
`Item Owner of Record|Jurisdiction of Application / Date of
`
`Application /
`Registration
`Application /
`
`Registration
`Number
`Registration
`U.S.
`Serial No.
`Notregistered,
`90365440
`application
`submitted on
`December 8, 2020
`(currently
`suspended
`Reg. Date:
`September13,
`2022
`
`ALYX
`
`Grant Thornton
`LLP
`
`PURPLE
`PALADINS
`
`Grant Thornton
`LLP
`
`U.S.
`
`TAX
`SYMPHONY
`
`Grant Thornton
`LLP
`
`U.S.
`
`Reg. No.:
`6843774
`
`Reg. No.:
`3737602
`
`Reg. Date:
`January 12, 2010
`
`
`
`Notregistered,
`Serial No.:
`U.S.
`Grant Thornton
`
`LLP 98/121550 (Parent|application
`—eg
`application)
`submitted on
`August 8, 2023
`a
`
`
`Notregistered,
`Serial No.:
`U.S.
`Grant Thornton
`
`LLP 98/975040 (Child|application
`———
`application)
`submitted on
`August 8, 2023
`P=
`
`
`Reg. Date:
`Reg. No.:
`U.S.
`Grant Thornton
`GOLDEN
`
`
`PARACHUTE 5382702 (planned|January 16, 2018LLP
`EXPRESS
`to be abandoned
`SERVICES
`as of July 17,
`2024)
`
`Registered Copyrights
`Client Service
`Grant Thornton
`Cycle 2007.
`LLP
`
`Client Service
`Cycle 2009.
`
`Grant Thornton
`LLP
`
`SMARTIVDR.
`
`Grant Thornton
`LLP
`
`U.S.
`
`U.S.
`
`U.S.
`
`Reg. No.:
`VAu001039761
`
`Reg. Date:
`03/18/2010
`
`Reg. No.:
`VA0001729258
`
`Reg. Date:
`03/19/2010
`
`Reg. No.:
`TX00