Extract to table

1011-00005 DRAFT — For Discussion Purposes Only [●], 2022 INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this "Agreement") is entered into as of [●], 2022 (the "Effective Date"), which shall be the Closing Date (as defined in the APA (as defined below)), by and between: ASSIGNOR: Briarwood Home Essentials, Inc

" RECITALS WHEREAS, Assignor owns and operates the "CleanLeaf" home cleaning product line and the "PureHaven" personal care product line (collectively, the "Product Lines"), encompassing approximately one hundred forty-two (142) active stock-keeping units ("SKUs") sold through retail, e-commerce, and wholesale distribution channels throughout the United States; WHEREAS, Assignor and Assignee have entered into that certain Asset Purchase Agreement dated as of [●], 2022 (the "APA"), by and between Assignor and Assignee, pursuant to which Assignor has agreed to sell, and Assignee has agreed to purchase, substantially all of the assets related to the Product Lines (the "Acquired Assets"), for an aggregate purchase price of Ninety-Five Million Dollars ($95,000,000), subject to the terms and conditions set forth therein; WHEREAS, pursuant to the APA, Assignor is required to assign, transfer, convey, and deliver to Assignee all of Assignor's right, title, and interest in and to the Assigned intellectual Property (as defined herein) related to the Product Lines, as a condition to the closing of the transactions contemplated by the APA; WHEREAS, this Agreement is the intellectual Property Assignment Agreement contemplated by and executed pursuant to Section [●] of the APA and is attached thereto as Exhibit [__]; WHEREAS, Assignor is retaining its Commercial Janitorial Services Division (the "Retained Business"), and any intellectual property exclusively related to the Retained Business is expressly excluded from the scope of this Agreement and the transactions contemplated hereby; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the APA

For the avoidance of doubt, the Assigned intellectual Property shall not include any Excluded intellectual Property

"Retained Business" means Assignor's Commercial Janitorial Services Division, which is excluded from the transactions contemplated by the APA and which Assignor shall continue to own and operate following the Closing

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