Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the following meanings: "Assigned Domain Names" means the Internet domain names evergreenmarket.com and evergreenmarketco.com, together with all registrations, renewals, extensions, and associated rights thereto, including all registrar account information, administrative access credentials, DNS configurations, and any and all rights

Section 1.2 — Rules of Construction The rules of construction and interpretation set forth in Section 1.2 of the Purchase Agreement are hereby incorporated by reference and shall apply to this Agreement, mutatis mutandis, as if fully set forth herein. Without limiting the generality of the foregoing, all capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to

Section 2.1 — Assignment of Trademarks Effective as of the Effective Date, and subject to the terms and conditions of the Purchase Agreement and this Agreement, Assignor hereby irrevocably and unconditionally assigns, transfers, conveys, and sets over to Assignee, its successors, and assigns, forever, all of Assignor's right, title, and interest in and to the Assigned Marks, including without limitation: (a) the trad

Section 2.2 — Assignment of Goodwill The assignment effected pursuant to Section 2.1 includes, and is intended to include, all goodwill of the Business symbolized by, represented by, or associated with the Assigned Marks, in accordance with Section 10 of the Trademark Act of 1946, as amended (the Lanham Act), 15 U.S.C. § 1060. The Parties acknowledge and agree that the Assigned Marks are being transferred together wi

Section 2.3 — Assignment of Domain Names Effective as of the Effective Date, Assignor hereby irrevocably assigns, transfers, conveys, and sets over to Assignee, its successors, and assigns, forever, all of Assignor's right, title, and interest in and to the Assigned Domain Names, including without limitation: (a) the domain name evergreenmarket.com; (b) the domain name evergreenmarketco.com; (c) all registrar account

Section 2.4 — Assignment of Social Media Accounts Effective as of the Effective Date, Assignor hereby irrevocably assigns, transfers, conveys, and sets over to Assignee, its successors, and assigns, forever, all of Assignor's right, title, and interest in and to the Assigned Social Media Accounts listed on Schedule B attached hereto, including all content, followers, analytics data, advertising accounts, and other as

Section 2.5 — Related Rights The assignments effected pursuant to this Article 2 encompass all Related Rights, including without limitation: (a) all rights to sue for and recover damages, profits, injunctive relief, attorneys' fees, and other remedies for past, present, and future infringement, dilution, unfair competition, misappropriation, or other violation of rights in any of the Assigned Marks, the Assigned Doma

ARTICLE 3 — EXCLUDED INTELLECTUAL PROPERTY

Section 3.1 — Retained Marks For the avoidance of doubt, and notwithstanding anything to the contrary contained in this Agreement, Assignor retains all right, title, and interest in and to the following intellectual property, which is expressly excluded from the Assigned intellectual Property and is not assigned, transferred, or conveyed to Assignee pursuant to this Agreement: (a) the "Cascade" trade name, trademark,

ARTICLE 4 — RECORDATION AND FURTHER ASSURANCES

Section 4.1 — USPTO Recordation Assignee shall have the right, at Assignee's sole cost and expense, to record this Agreement (or a short-form version hereof suitable for recordation) with the Assignment Recordation Branch of the USPTO, in order to reflect the assignment of the Assigned Marks on the records of the USPTO. Assignor hereby consents to such recordation and agrees to cooperate with Assignee in connection t

Section 4.2 — Domain Name Transfer Cooperation Assignor shall promptly execute, deliver, and provide any and all transfer authorization codes, registrar transfer request forms, ICANN-required transfer documentation, written authorizations, and any other instruments or approvals necessary to effectuate the complete and unrestricted transfer of the Assigned Domain Names to Assignee's designated registrar account. Assig

Section 4.3 — General Further Assurances Each Party shall, at the reasonable request and sole expense of the requesting Party, execute and deliver such further instruments and documents and take such further actions as may be reasonably necessary or desirable to carry out the intent and purposes of this Agreement and to vest in Assignee full, legal, and beneficial ownership of the Assigned intellectual Property. With

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF ASSIGNOR Assignor hereby represents and warrants to Assignee as follows:

Section 5.1 — Organization and Authority Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. 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 du

Section 5.2 — Ownership Assignor is the sole and exclusive owner of the entire right, title, and interest in and to the Assigned Marks, the Assigned Domain Names, and the Assigned Social Media Accounts, free and clear of all liens, encumbrances, pledges, security interests, charges, claims, restrictions, options, preemptive rights, mortgages, hypothecations, and other adverse claims of any kind or nature whatsoever,

Section 5.3 — No Conflicts The execution, delivery, and performance of this Agreement by Assignor, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with, violate, or result in a breach of any provision of Assignor's certificate of incorporation or bylaws; (b) conflict with, violate, or result in a breach of, or constitute a default (or an event that, with the giving of n

Section 5.4 — Registrations Schedule A attached hereto sets forth a true, correct, and complete list of all registered trademarks and service marks comprising the Assigned Marks, including the mark, registration number, registration date, registering office, goods and services covered, and current status of each such registration. All maintenance filings, renewal filings, affidavits of use and incontestability (inclu

Section 5.5 — Cross-Reference to Purchase Agreement The representations and warranties set forth in this Article 5 are in addition to, and do not limit, replace, or supersede, the representations and warranties of Assignor set forth in the Purchase Agreement, including without limitation those representations and warranties relating to intellectual property contained in Section 4.13 of the Purchase Agreement. In the

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES OF ASSIGNEE Assignee hereby represents and warrants to Assignor as follows:

Section 6.1 — Organization and 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 Agre

Section 6.2 — No Conflicts The execution, delivery, and performance of this Agreement by Assignee, and the consummation of the transactions contemplated hereby, do not and will not: (a) conflict with, violate, or result in a breach of any provision of Assignee's certificate of formation or limited liability company agreement; (b) conflict with, violate, or result in a breach of, or constitute a default under, any agr

ARTICLE 7 — RELATIONSHIP TO PURCHASE AGREEMENT

Section 7.1 — Subject to Purchase Agreement This Agreement is entered into pursuant to, and is subject to the terms and conditions of, the Purchase Agreement. This Agreement is a closing deliverable under the Purchase Agreement and is intended to supplement and implement the transactions contemplated thereby. Nothing in this Agreement shall be deemed to modify, amend, supplement, or supersede any provision of the Pur

Section 7.2 — Indemnification The indemnification provisions set forth in Article 9 of the Purchase Agreement shall apply to any breach of the representations, warranties, covenants, and agreements contained in this Agreement, as though such representations, warranties, covenants, and agreements were set forth in the Purchase Agreement. Without limiting the foregoing, the following limitations and qualifications set

Section 7.3 — No Separate Consideration The assignment of the Assigned intellectual Property effected hereby is made as part of, and in consideration of, the aggregate purchase price payable under the Purchase Agreement in the amount of Twenty-Five Million Dollars ($25,000,000). No separate, additional, or independent consideration is payable by Assignee to Assignor in respect of the assignment effected hereby, and n

ARTICLE 8 — MISCELLANEOUS PROVISIONS

Section 8.1 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision, rule, or principle (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.

Section 8.2 — Entire Agreement This Agreement, together with the Purchase Agreement and the other ancillary agreements, instruments, schedules, and exhibits contemplated thereby (including the Transition Services Agreement, the Bill of Sale, and the Assignment and Assumption Agreement), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, rep

Section 8.3 — Amendment and Waiver This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by both Parties. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought. No failure or delay by any Party in exercising any right, power, or remedy hereunder s

Section 8.4 — Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party; provided, however, that Assignee may assign its rights an

Section 8.5 — Severability If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and

Section 8.6 — Counterparts and Electronic Execution This Agreement may be executed in two (2) 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 a signature page of this Agreement by facsimile transmission, by electronic mail in portable document format (.pdf), or by any electronic signature pla

Section 8.7 — Notices All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b) when sent by confirmed electronic mail (with a copy sent by another method specified herein); (c) one (1) business day after being sent by nationally recognized overni

1. All common law rights in each mark identified above, including all unregistered trademark rights arising from use in commerce in the United States and its territories and possessions.

2. All associated logos, stylizations, and design elements used in connection with the EVERGREEN MARKET and EVERGREEN NATURALS marks, including without limitation the stylized leaf device logo used in connection with the EVERGREEN MARKET mark and the green-and-white color scheme associated with the EVERGREEN NATURALS packaging and labeling.

3. All goods and services covered by the registrations identified above, as reflected in the respective Certificates of Registration issued by the USPTO, including any amendments, extensions, or modifications thereto.

4. All affidavits of use, affidavits of incontestability, declarations of continued use, renewal applications, and other maintenance filings associated with the foregoing registrations.

5. All rights of priority arising from the filing dates of the applications that matured into the registrations identified above. SCHEDULE B ASSIGNED DOMAIN NAMES AND SOCIAL MEDIA ACCOUNTS Part 1 — Assigned Domain Names The following constitutes a true, correct, and complete list of all Assigned Domain Names as of the Effective Date: Part 2 — Assigned Social Media Accounts The following constitutes a true, correct, a

1. Follower counts are approximate as of the Effective Date and are provided for identification purposes only. Assignor makes no representation or warranty with respect to the accuracy of follower counts or the authenticity of followers.

2. Associated advertising accounts (including Meta Business Suite / Ads Manager accounts and Strathmore Systems accounts) linked to the above social media accounts are included in the assignment to the extent such accounts are used exclusively for the EverGreen Market business and are transferable under the applicable platform's terms of service.

3. The Parties shall cooperate in good faith to effectuate the transfer of each Assigned Social Media Account in compliance with the applicable platform's terms of service and transfer policies. To the extent any platform requires specific procedures or approvals for account transfer, the Parties shall jointly take all steps reasonably necessary to complete such transfer. [End of Schedule B] [End of Trademark Assignm