Assignment of Trademark and Trade Dress

Assignment of Trademark and Trade Dress in Connection with Asset Purchase Agreement

This Assignment (this Assignment) is made this the , by , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Assignor, to , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Assignee.

Whereas, Assignor is entering into an Asset Purchase and Sale Agreement with Assignee (the Purchase Agreement) contemporaneously with the execution of this Assignment; and

Whereas, among the assets to be transferred by Assignor to Assignee under the Purchase Agreement are the trademarks and trade dress set forth in Schedule A, attached to this Assignment (the Marks); and

Whereas, Assignor warrants that it owns all rights, title and interests in the Marks and Assignor desires to assign all rights, title, and interests in and to the Marks to Assignee (All Rights in the Marks); and

Whereas, Assignee desires to accept Assignment of All Rights in the Marks, including the following:

1. U.S. trademark registration listed in the attached Schedule A;

2. U.S. trade dress listed in the attached Schedule A, excluding the Seller’s Brands as defined in the Purchase Agreement;

3. All the goodwill associated with the use of the Marks in Schedule A; and

4. All other rights, including common-law rights, relating to the Marks to the extent such rights exist.

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Assignor does hereby sell, assign, set over and transfer to Assignee All Rights in the Marks and the goodwill associated with the Marks. The rights of Assignee at common law and to the end of the term or terms of which registration of the Mark may be granted or renewed are to be held and enjoyed by Assignee for Assignee's own use and enjoyment, and for the use and enjoyment of its successors, assigns and other legal representatives, as fully and entirely as the same would have been held and enjoyed by Assignors if this Assignment and sale had not been made; including all claims for royalties for licensing of the Marks and damages by reason of past infringements of the Marks, with the right to sue for and collect the same for its own use and benefit, for the use, benefit and on behalf of its successors, assigns and other legal representatives.

2. Assignor will (i) execute such additional documents as are necessary to defend, register, or otherwise give full effect to and perfect the rights of Assignee to the Marks; and (ii) take such further actions as Assignee may reasonably request in order to register and record this Assignment at the appropriate registries to demonstrate Assignee's title to the Marks.

3. This Assignment shall be governed by, interpreted under, and construed and enforced in accordance with the laws of , without regard to its conflict of laws principles.

4. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

5. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

6. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

7. Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

8. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

9. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

10. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

WITNESS our signatures as of the day and date first above stated.