TRADEMARK ACQUISITION AGREEMENT

This Trademark Acquisition Agreement (the “Acquisition Agreement”) is made and entered into as of [Date] by and between [Company Name], a corporation organized and existing under the laws of China (the “Seller”), and [Company Name], a corporation organized and existing under the laws of Delaware (the “Buyer”) effective as of [Date] (the “Effective Date”) (collectively, the “Parties”).

WHEREAS, Seller is the owner of all right, title and interest in and to Trademark Registration No. [*], [*] and [*] for [Brand/Product] (collectively referred to as the “Marks”);

WHEREAS, Seller has agreed to sell to Buyer and Buyer has agreed to purchase from Seller the Marks;

NOW, THEREFORE, in consideration of the various covenants, representations, acknowledgements, and promises contained herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, agree to the following terms:

1. Subject to the terms and conditions set forth in this Acquisition Agreement, Buyer agrees to pay to Seller on or before [Date], and Seller agrees to accept the sum of [Price] (“Purchase Price”) in consideration for the assignment of the Marks. Promptly following Seller’s receipt of the Purchase Price, Seller shall provide written notice of such receipt to Seller.

2. Effective upon Seller’ receipt of the Purchase Price, Seller hereby assigns, sells, and transfers to Buyer all right, title, and interest in and to the Marks, together with the goodwill of the business symbolized by the Marks in the [Area] (the “Territory”), and the right to sue and recover damages and profits for all past, present, and future third-party infringements of the Marks in the Territory, if any.

3. Seller warrants that it is the sole owner of the registrations for the Marks in the Territory, free of any license, security interest or encumbrance, and that Seller has full power and authority to enter into and perform this Acquisition Agreement without conflict with any obligation to any third party. Seller further warrants that to the knowledge of Seller (i) the Marks are not subject to any settlement or coexistence agreements placing constraints upon the use thereof and (ii) there are no existing or threatened claims or proceedings against it by any third party relating to the Marks. Seller represents that it has the right, title, and interest to convey the Marks, and covenants with Seller that it has not made and will not hereafter make any assignment, grant, mortgage, license, or other agreement affecting the right, title, and interest herein conveyed. Seller represents and warrants that other than the registrations for the Marks identified above, it does not own or use, and has no other pending applications to register or active registrations for any [Brand/Product] company names, trade names, trademarks, service marks, domains or social media identifiers or properties, or any phonetic equivalent or colorable imitation thereof, for use in connection with [Brand/Product] in the Territory. Should the Parties become aware of any other [Brand/Product] company names, trade names, trademark applications or registration, domain names or social media identifiers owned, registered, or controlled by Seller for use in connection with [Brand/Product], Seller will immediately assign the same to Buyer, its designee, successor or assign, at Seller’ expense.

4. Seller agrees to defend and indemnify Buyer, together with its Affiliates (as hereinafter defined), predecessors, successors and assigns, and their agents, officers, directors, and employees (collectively, the “Buyer Indemnified Parties”), against all costs, expenses and losses (including attorney’s fees and costs) incurred as a result of claims against any of the Buyer Indemnified Parties arising from: (i) a breach of Seller’ representations, warranties, or assurances hereunder; or (ii) claims asserted by an unrelated third party relating to or arising out of Seller’ use of the Marks prior to the Effective Date. As used herein, (i) the term “Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with the specified Person, for as long as such relationship exists, (ii) the term “Person” means any company, corporation, limited liability company, unincorporated association, partnership, trust or any other juridical person, any government, agency, instrumentality, bureau, authority, ministry or legislative body or any similar governmental or quasi-governmental entity, or any natural person, and in each case their legal representatives, and (iii) the term “Control” means, with respect to a specified Person, that a Person: (a) has the ability to elect a majority of the directors, trustees (or other managers) of such other Person; (b) is a general partner or joint venture of such other Person; (c) directly or indirectly holds (or has power to vote) twenty five percent (25%) or more of the economic interests of such other Person; or (d) directly or indirectly holds (or has power to vote) five percent (5%) or more of the voting equity interests of such other Person.

5. Buyer agrees to defend and indemnify Seller, together with its Affiliates (as hereinafter defined), predecessors, successors and assigns, and their agents, officers, directors, and employees (collectively, the “Seller Indemnified Parties”), against all costs, expenses and losses (including attorney’s fees and costs) incurred as a result of claims against any of the Seller Indemnified Parties asserted by an unrelated third party and arising from Buyer’s use of the Marks after the Effective Date.

6. Seller and Buyer each agree to execute such further documents and perform such further acts as may be necessary for the purposes of confirming and giving effect to the terms of this Acquisition Agreement, including without limitation the short forms of Trademark Assignments for the Territory.

7. This Acquisition Agreement may not be amended except by a written instrument duly executed by each of the Parties.

8. In the event that any provision contained in this Acquisition Agreement shall be deemed invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed and shall be inoperative, and the remainder of this Acquisition Agreement shall remain operative and binding.

9. This Acquisition Agreement inures to the benefit of the Parties and their respective successors and assigns.

10. The provisions of this Acquisition Agreement are subject to the provisions of the Settlement Agreement (including the dispute resolution procedures therein) and the Assignment and Assumption Agreement executed by the Parties in connection with the settlement of the Action. Nothing contained in this Acquisition Agreement shall be deemed to limit, waive, or otherwise derogate any provisions of the Settlement Agreement or the Assignment and Assumption Agreement, and no provisions of the Settlement Agreement or the Assignment and Assumption Agreement shall be deemed to have merged into the assignment and transfer made by this Acquisition Agreement.

11. This Acquisition Agreement shall be construed and governed in accordance with the laws of China, and any and all disputes relating to or arising out of this Acquisition Agreement shall be submitted to the exclusive jurisdiction and venue of the courts located in [City], China and each Party irrevocably submits to the jurisdiction of such courts in any suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens.

12. This Acquisition Agreement may be executed in two or more counterparts, each of which shall be deemed an original.

13. The Parties understand and agree that the terms and conditions of this Acquisition Agreement, including the Purchase Price, are confidential and shall not be disclosed to any third party at any time, under any circumstances, without the express written consent of the other Party, with the exception that its terms may be disclosed: (a) to its representatives as necessary in connection with the transactions contemplated by this Acquisition Agreement so long as such persons are informed by such Party of the confidential nature of such information and are directed by such Party to treat such information confidentially; (b) to the extent necessary to report income or deductions to appropriate taxing authorities; (c) in response to an order from a court of competent jurisdiction, provided, however, that the other Party has been given an opportunity to challenge the issuance of such order; (d) to enforce Buyer’s rights in the Marks; (e) in connection with the defense of any claim by asserted by Buyer or any Buyer’s Affiliate against Seller or any Seller’s Affiliate; (f) to enforce the terms of this Acquisition Agreement; (g) as may be required by applicable securities laws as determined by the disclosing Party in consultation with its legal counsel; or (h) as otherwise required by law.

14. Any notices provided under this Acquisition Agreement shall be sent by e-mail and a copy by certified mail, return receipt requested, to the appropriate address below, and receipt and/or delivery shall be presumed to have occurred on the date of the sending of the e-mail

If to Seller:

[Contractor]

[Company Name]

[Address]

If to Buyer:

[Contractor]

[Company Name]

[Address]

[The next page is the signature page.]

IN WITNESS WHEREOF, each of the Parties has caused this Acquisition Agreement to be executed by its duly authorized officer as of the Effective Date.

Buyer[Company Name]:

By:

Name:

Title:

Date:

Seller[Company Name]:

By:

Name:

Title:

Date: