Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Assigned intellectual Property" means all intellectual Property owned by Assignor and used in or related to the Product Lines, including, without limitation, the Assigned Trademarks, Assigned Trade Dress, Assigned Domain Names, Assigned Trade Secrets, Assigned Copyrights, and Assigned Patents (if any)

Section 1.2 — APA Definitions. All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the APA. The rules of construction and interpretation set forth in the APA shall apply equally to this Agreement, mutatis mutandis.

ARTICLE II — ASSIGNMENT OF INTELLECTUAL PROPERTY

Section 2.1 — Assignment. Effective as of the Effective Date, Assignor hereby irrevocably and unconditionally assigns, transfers, conveys, and delivers to Assignee, and Assignee hereby accepts, all of Assignor's right, title, and interest in and to the Assigned intellectual Property, free and clear of all liens, encumbrances, security interests, mortgages, pledges, charges, adverse claims, and restrictions of any kin

Section 2.2 — Trademarks and Goodwill. Without limiting the generality of Section 2.1, Assignor hereby specifically assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in and to the Assigned Trademarks listed on Schedule A-1 hereto, including, without limitation: (a) the "CleanLeaf" word mark and design mark in all forms and variations; (b) the "PureHaven" word mark and

Section 2.3 — Trade Dress. Without limiting the generality of Section 2.1, Assignor hereby specifically assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in and to the Assigned Trade Dress listed on Schedule A-2 hereto, including all trade dress rights, whether registered or unregistered, in the product packaging, label designs, label configurations, product container

Section 2.4 — Domain Names. Without limiting the generality of Section 2.1, Assignor hereby specifically assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in and to the Assigned Domain Names listed on Schedule A-3 hereto, together with all registrations thereof and all rights to renewals and extensions of such registrations. Assignor shall cooperate fully with Assignee

Section 2.5 — Trade Secrets and Formulations. Without limiting the generality of Section 2.1, Assignor hereby specifically assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in and to the Assigned Trade Secrets described on Schedule A-4 hereto. Such assignment includes, without limitation, all proprietary product formulations (including chemical compound specifications,

Section 2.6 — Copyrights. Without limiting the generality of Section 2.1, Assignor hereby specifically assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in and to the Assigned Copyrights listed on Schedule A-5 hereto, including all copyrights and copyright registrations, whether registered or unregistered, in marketing materials, advertising copy, product photography,

Section 2.7 — Patents. Without limiting the generality of Section 2.1, Assignor hereby specifically assigns, transfers, conveys, and delivers to Assignee all of Assignor's right, title, and interest in and to the Assigned Patents, if any, as listed on Schedule A-6 hereto. To the extent any Assigned Patents exist, such assignment includes all continuations, continuations-in-part, divisionals, reissues, re-examinations

Section 2.8 — Excluded intellectual Property. Notwithstanding anything in this Agreement to the contrary, this Agreement does not assign, transfer, convey, or deliver, and shall not be construed to assign, transfer, convey, or deliver, any Excluded intellectual Property. Assignor retains all right, title, and interest in and to all intellectual Property exclusively related to the Retained Business (Commercial Janitor

ARTICLE III — RECORDATION AND FURTHER ASSURANCES

Section 3.1 — Recordation of Assignment. Assignor shall execute and deliver to Assignee, at Assignee's sole cost and expense, all documents, instruments, and forms necessary or reasonably requested to record the assignment of the Assigned intellectual Property with the applicable governmental authorities and registrars, including, without limitation: (a) all assignment documents and forms necessary to record the assi

Section 3.2 — Cooperation. Each Party agrees to cooperate fully and in good faith with the other Party, and to execute such further instruments, agreements, assignments, declarations, affidavits, and other documents, and to take such further actions, as may be reasonably requested by the other Party from time to time to give full force and effect to the provisions of this Agreement and to consummate the transactions

Section 3.3 — Power of Attorney. Assignor hereby irrevocably constitutes and appoints Assignee, and Assignee's officers, employees, and authorized agents, as Assignor's true and lawful attorney-in-fact, with full power and authority, coupled with an interest, to act in Assignor's name and on Assignor's behalf to execute, acknowledge, verify, deliver, file, and record any and all documents, instruments, assignments, d

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR Assignor hereby represents and warrants to Assignee as follows, as of the Effective Date:

Section 4.1 — Authority. Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio. Assignor has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Assignor have been duly authorized by all

Section 4.2 — Ownership. Assignor is the sole and exclusive owner of the entire right, title, and interest in and to the Assigned intellectual Property. The Assigned intellectual Property is free and clear of all liens, encumbrances, security interests, licenses (other than any licenses disclosed on the Disclosure Schedules to the APA), mortgages, pledges, charges, options, rights of first refusal, covenants, or othe

Section 4.3 — Validity and Enforceability. To Assignor's knowledge, the Assigned Trademarks are valid, subsisting, and enforceable, and have not been abandoned, cancelled, or expired. All required filings, renewals, maintenance filings, and affidavits of use for the Assigned Trademarks have been timely made with the USPTO and all applicable state trademark offices, except as disclosed on Schedule 4.3 of the Disclosur

Section 4.4 — No Infringement. To Assignor's knowledge, the use of the Assigned intellectual Property in the operation of the Product Lines as currently conducted does not infringe, misappropriate, dilute, or otherwise violate the intellectual property rights of any third party. To Assignor's knowledge, no third party is currently infringing, misappropriating, diluting, or otherwise violating any of the Assigned inte

Section 4.5 — No Litigation. There is no action, suit, proceeding, arbitration, investigation, or claim pending or, to Assignor's knowledge, threatened, before any court, governmental authority, arbitral body, or other tribunal relating to the Assigned intellectual Property or the ownership, validity, enforceability, or use thereof. There are no outstanding orders, judgments, injunctions, decrees, stipulations, or aw

Section 4.6 — No Prior Assignments or Licenses. Assignor has not previously assigned, transferred, encumbered, or granted any exclusive license or exclusive right to any of the Assigned intellectual Property, other than as disclosed on the Disclosure Schedules to the APA. There are no outstanding agreements, commitments, or arrangements of any kind that grant any third party the right to use the Assigned Trademarks "

Section 4.7 — Limitation. The representations and warranties set forth in this Article IV are made subject to, and are expressly qualified in their entirety by, the representations and warranties set forth in the APA, including the Disclosure Schedules thereto. In the event of any conflict, inconsistency, or overlap between the representations and warranties in this Article IV and those set forth in the APA, the repr

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE Assignee hereby represents and warrants to Assignor as follows, as of the Effective Date:

Section 5.1 — Authority. Assignee is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignee has full limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Assigne

Section 5.2 — No Conflict. The execution, delivery, and performance by Assignee of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not (a) violate any provision of the certificate of formation or limited liability company agreement of Assignee, (b) violate, conflict with, or result in a breach of any law, statute, rule, regulation, ordinance, or order applicable to Assign

Section 6.1 — APA Governs. The indemnification provisions set forth in Article [●] of the APA shall exclusively govern any and all claims for indemnification, contribution, or other recovery arising out of or relating to any breach or inaccuracy of any representation, warranty, covenant, or obligation contained in this Agreement. For the avoidance of doubt, the indemnification obligations under this Agreement shall b

Section 6.2 — Escrow. Any indemnification claims related to this Agreement, including claims arising from any breach of the representations and warranties set forth in Article IV hereof, shall be subject to the escrow mechanics and procedures set forth in that certain Escrow Agreement dated as of [●], 2022 (the "Escrow Agreement"), by and among Assignor, Assignee, and Atlantic Fiduciary Trust Company, as escrow agent

Section 7.1 — Non-Use by Assignor. From and after the Effective Date, Assignor shall not, and shall cause each of its affiliates, subsidiaries, officers, directors, employees, agents, and representatives not to, directly or indirectly, use any of the Assigned intellectual Property, including, without limitation, the "CleanLeaf" and "PureHaven" names, marks, logos, trade dress, formulations, or any confusingly similar

Section 7.2 — Removal of Marks. Within ninety (90) calendar days following the Effective Date (the "Wind-Down Period"), Assignor shall remove, or cause to be removed, all uses of the Assigned Trademarks and Assigned Trade Dress from any and all products, product packaging, marketing materials, advertising materials, promotional materials, signage (including building, vehicle, and trade show signage), websites, social

Section 7.3 — Delivery of Materials. On or prior to the Effective Date, Assignor shall deliver to Assignee (or shall make available for Assignee's collection at a mutually agreed-upon location) all tangible and electronic embodiments of the Assigned intellectual Property in Assignor's possession, custody, or control, including, without limitation: (a) original trademark registration certificates and all correspondenc

Section 7.4 — Transition Services. To the extent that Assignor is providing transitional services related to intellectual Property under the Transition Services Agreement dated as of [●], 2022 (the "Transition Services Agreement"), by and between Assignor and Assignee, including, without limitation, information technology support, website hosting, email domain management, customer service scripts, and fulfillment sup

Section 7.5 — Employee Non-Disclosure. Assignor shall use commercially reasonable efforts to enforce existing non-disclosure agreements, confidentiality agreements, and invention assignment agreements executed by or on behalf of the one hundred eighty-six (186) employees transferring to Assignee in connection with the Closing (the "Transferring Employees") to the extent such agreements relate to the protection of the

ARTICLE VIII — RELATIONSHIP TO APA

Section 8.1 — Incorporation by Reference. This Agreement is made and delivered pursuant to, and is subject to, the APA. The terms, conditions, representations, warranties, covenants, and agreements set forth in the APA are hereby incorporated by reference into this Agreement to the extent applicable. In the event of any conflict, inconsistency, or ambiguity between the terms of this Agreement and the terms of the APA

Section 8.2 — No Separate Consideration. The Parties acknowledge and agree that the assignment of the Assigned intellectual Property pursuant to this Agreement is an integral part of the overall transfer of the Acquired Assets under the APA, and no separate, additional, or independent consideration is payable under this Agreement beyond the aggregate purchase price of Ninety-Five Million Dollars ($95,000,000) set for

Section 8.3 — Closing Deliverable. This Agreement constitutes a closing deliverable required to be executed and delivered by Assignor pursuant to Section [●] of the APA as a condition to the obligations of Assignee to consummate the Closing. This Agreement shall be executed and delivered simultaneously with, and as part of, the closing of the transactions contemplated by the APA, and shall be effective as of the Clos

Section 9.1 — Governing Law. This Agreement and all claims, disputes, controversies, and causes of action (whether in contract, tort, statute, or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement, shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choi

Section 9.2 — Entire Agreement. This Agreement, together with the APA and the other documents, agreements, certificates, and instruments contemplated thereby (including the Schedules and Exhibits hereto), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, understandings, representations, and warranties, wheth

Section 9.3 — Amendment and Waiver. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties. No waiver by any Party of any breach or default under this Agreement shall be effective unless set forth in a written instrument duly executed by the waiving Party. No waiver of any breach or default shall constitute a waiver of any other or subsequent breach o

Section 9.4 — Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall remain in full force and effect. In such event, the Parties shall negotiate in good faith to replace the invalid, illegal, or unen

Section 9.5 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, legal representatives, and permitted assigns. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that Assignee may assign its rights and obligations under this Agreement, in who

Section 9.6 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile transmission, by email in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial app

Section 9.7 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by registered or certified mail, return receipt requested, postage prepaid, (c) sent by a nationally recognized overnight courier service with tracking capability, or (d)

Section 9.8 — No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties and their respective successors and permitted assigns any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement. This Agreement shall not be construed to create any third-party beneficiary