Exhibit
10.4


 


LICENSE AGREEMENT


 


This LICENSE AGREEMENT, consisting of these “Basic
Terms” and the attached “Standard Terms and Conditions” (or “STCs”) (collectively, this
“Agreement”) dated as of March [*], 2021 (“Effective Date”) by and between Fresh Grapes, LLC a Texas
limited liability company with an address of 10440 N. Central Expressway, Suite 1400, Dallas, TX 75231 (“Company” or
“We”) and Nina Dobrev (“Licensor” or “you”). Capitalized terms used in this Agreement
have the meanings specified in Section 1 of the STCs or elsewhere in this Agreement. Licensor and Company are sometimes referred to collectively
herein as the “Parties” and each is sometimes referred to herein as a “Party.”


 


BASIC TERMS


 


	1.	Category:	Wine.
	 	 	 
	2.	License:	During the Term, Licensor grants Company
    and, if approved by Licensor in each case, its controlled affiliates, a limited, license to use the pre-approved Likeness and Licensor
    Content on and in connection with: (i) the sale and related pre-approved advertising and promotion of the Products (as defined herein);
    and (ii) Marketing Materials (as defined herein), subject to the terms of this Agreement. Licensor reserves and retains all rights
    not expressly granted to Company hereunder.
	 	 	 
	3.	Services:	You agree to use commercially reasonable
    efforts to help grow and promote the Company and its Products, subject to the terms and conditions of this Agreement.
	 	 	 
	4.	Exclusivity:	During the Term, Licensor agrees not
    to grant any license for the Likeness or render services of any sort on behalf of or in connection with any Person in the Category
    in the Territory, other than with respect to Company as set forth herein. Notwithstanding the foregoing, nothing herein shall preclude
    Licensor from (i) appearing in the news, entertainment or information portion of any program or event, regardless of those programs
    or event’s sponsorship or tie-ins; or (ii) becoming a passive investor in any other company provided that if the company is
    in the Category, Licensor’s investment will be financial only (cash or other equity consideration) and Licensor will not provide
    services or grant any rights in or to Licensor’s Likeness in connection with such investment.
	 	 	 
	5.	Territory:	The territory for Company’s exploitation
    of rights granted hereunder shall be the world (the “Territory”).
	 	 	 
	6.	Compensation:	In consideration of the Services and
    rights granted herein, Company shall grant Licensor the following compensation, on a pay or play basis:
	 	 	 
	 	 	a.	one hundred
    fifty six thousand five hundred (156,500) Class F Units (as defined in Company’s limited liability company agreement dated
    as of March [*], 2020 (“Operating Agreement”) upon: (i) full execution of this Agreement; and (ii) Licensor’s execution
    of the Operating Agreement and



 


	 	 	b.	A license fee of $300,000 per year starting on the
    first anniversary of the Effective Date.



 






     


     


    




	 	 	 	 
	7.	Expenses:	The Company will reimburse Licensor for
    reasonable out of pocket expenses incurred in connection with the promotion of Company’s Products including, without limitation,
    (a) business class travel fare for Licensor and one (1) other person, (b) transportation to and from airport, hotel, and the location
    of photoshoots and other events which Licensor is asked to attend by Company, (c) five stars accommodation for Licensor and one (1)
    other person, (d) reasonable expenses for food and beverage, and (e) all costs associated with Licensor’s preparation for photoshoots
    and other events which Licensor is asked to attend by the Company including, without limitation, hair, make up, styling and wardrobe.
    Without limiting the foregoing, the Company will be solely responsible for all costs and expenses associated with all photoshoots
    and events organized for or otherwise related to the promotion of Company’s Products.
	 	 	 
	8.	Term:	This Agreement shall commence on the
    Effective Date and shall continue for a period of five (5) years. unless earlier terminated in accordance with Section 15 of the
    STCs (“Term”). The Parties may decide to renew the Agreement on terms to be mutually agreed upon in writing between the
    Parties.
	 	 	 
	9.	STCs:	This remainder of the terms and conditions
    of this Agreement are those set forth in the STCs attached hereto and incorporated herein by this reference.


 


IN WITNESS WHEREOF, subject to and incorporating
the STCs and exhibits attached hereto, which the Parties have read, approve and accept in all respects, the Parties have duly accepted
and agreed to these Basic Terms, STCs and all exhibits attached hereto and incorporated by reference and agree to be bound hereby as of
the Effective Date.


 


	 	COMPANY:
	 	 
	 	FRESH GRAPES, LLC
	 	 
	 	By:	 /s/ Damian Novak
	 	 	Damian Novak, CEO
	 	 
	 	LICENSOR:
	 	 
	 	/s/ Nina Dobrev
	 	Nina Dobrev


 


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STANDARD TERMS AND CONDITIONS


 




1. Definitions. Capitalized terms used in this Agreement have
the meanings specified in this Section or elsewhere in this Agreement.


 


1.1. “Applicable Laws” means all laws, ordinances,
rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority, governing body
or jurisdiction applicable to Licensor or the Services, including, without limitation, the Federal Trade Commission Guides Concerning
the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255).


 


1.2. “Cause” means, if either Party: (i) engages
in any conduct during the Term that, if made public, is likely to damage the other Party’s brand(s) or reputation because of such
Party’s association to the other; (ii) makes any defamatory or disparaging comments about the other Party or its employees, products
or services. The foregoing shall be determined by each Party in its reasonable discretion.


 


1.3. “Claims” means claims, demands, suits, criminal
or civil actions, subpoenas, or similar proceedings that might be alleged by a third party (including enforcement proceedings or investigations
by any governmental authority), and all liabilities, damages, fines, penalties, costs or expenses (including reasonable outside attorney
fees and costs).


 


1.4. “Company IP” means Company’s tradename,
trademark, service marks and products provided by Company to Licensor.


 


1.5. “Design Rights” means the rights, including
copyrights, trade secrets, patterns, patents and design patents, in and to any formulations of Products or designs of Marketing Materials.


 


1.6. “Intellectual Property Rights” means all intellectual
property rights throughout the universe, whether existing under intellectual property, unfair competition or trade secret laws, or under
statute or at common law or equity, including, but not limited to, copyrights, trade secrets, trademarks, trade names, patents, rights
in inventions, rights in designs, rights in logos and trade dress, “moral rights,” rights in mask works, rights of personality,
publicity or privacy, and any other intellectual property and proprietary rights.






1.7. “Licensor Content” means any and all content,
photos, videos and text and/or photos and/or video posts, created by or on behalf of Licensor (other than by Company or its contractors)
and published by Licensor on Licensor’s social media or other media channels.


 


1.8. “Likeness” means the name, likeness, image,
biographical information, photograph, recorded performance, nickname, social media handles and other indicia of identity of Licensor.


 


1.9. “Marketing Materials” means advertising, marketing,
promotional and commercial materials in any form and in any media (now known or later developed), including, in: (i) print media, including,
labels, tags, stickers, point-of-sale materials, signage or packaging; (ii) trade materials; (iii) online advertisements, including, banner
ads, email blasts, websites, social media outlets and applications; and (vii) audio-visual content, including television commercials,
radio commercials, viral videos and generally any pictorial, video, audio or textual materials but excluding the Licensor Materials (as
defined below).


 


1.10. “Person” means and includes any natural person,
corporation, firm, joint venture, partnership, limited liability company, trust, unincorporated organization, government or any department,
political subdivision or agency of a government.


 


1.11. “Products” means all varietals of wine.


 


1.12. “Property” means elements created by, contributed
to, incorporated in or otherwise associated with all Products and Marketing Materials, including, without limitation, Design Rights, Intellectual
Property Rights, data, and customer information but excluding (i) the Licensor Content (ii) the Likeness, and (iii) any data generated
through Licensor’s social media channels, which shall be retained by Licensor (“Social Data”), collectively,
the “Licensor Materials”.







 



     


     


    

 




2. Products.


 


2.1. Company shall be responsible for the formulation, production,
design and distribution of the Products and the development, production and distribution of all Marketing Materials, and all costs and
liabilities and compliance obligations associated therewith. All Products and all Marketing Materials are collectively referred to herein
as the “Products and Materials” and each use of such term shall be interpreted to include Products and Marketing Materials,
both together and separately. The Products and Materials shall meet or exceed commercially reasonable standards of quality (including,
but not limited to, quality of material and workmanship).


 


2.2. Prior to (i) offering for sale a Product featuring the Likeness
or (ii) publicly displaying a Marketing Material featuring the Likeness, Company shall provide Licensor with a graphic sample of such
Product or Marketing Material through email to Licensor at jhoughinc@gmail.com in accordance with the notice requirements of Section 20
herein. Licensor shall approve, such approval not to be unreasonably withheld, conditioned or delayed, such Product or Marketing Material
within five (5) business days of delivery of such sample; provided, however, if Company does not receive written notice of approval or
disapproval (email is sufficient to Company at Damian@RabbitHoleEquity.com) within such period, such Product(s) and/or Marketing Material(s)
shall be deemed conclusively denied. If Licensor disapproves any Product(s) or Marketing Material(s) proposed by Company, Licensor will
use commercially reasonable efforts to communicate to Company the reason(s) for such disapproval as well as Licensor’s specifications
for rectifying Licensor’s dissatisfaction. Once a Product or Marketing Material is approved by Licensor, Products or Marketing Materials
that feature such use of the Likeness, without any modification, shall be deemed to have been approved.






2.3. During the Term and the Sell Off Period, Company may only sell
or distribute Products which feature the Likeness through sales channels mutually agreed upon in writing between the parties including,
without limitation: (i) distributors and wholesalers; (ii) retail stores (and the online sites of such retail stores); (iii) online ecommerce
sites and mobile applications; and (iv) other sales channel now in existence or hereinafter created.


 


2.4. Licensor acknowledges and agrees that Company is and shall be
the owner of all Property. Licensor acknowledges and agrees that Company has the right to continue to use the Property in perpetuity in
any manner Company may choose in its sole discretion, including, without limitation, the manufacture and distribution of products that
contain the Property, even after the termination or expiration of this Agreement, so long as all such products do not utilize, contain,
or reference the Licensor Materials.


 


2.5. Licensor acknowledges and agrees that the Products and Materials
are and shall remain the sole property of Company forever, including without limitation, all Design Rights and other Intellectual Property
Rights thereto and therein. Licensor agrees that it will not assert any right, title or interest of any kind whatsoever in or to any Products
and Marketing Materials, whether during or after the Term hereof, provided that the Company shall cease using all Products and Materials
that utilize contain, or reference the Licensor Materials at the end of the Sell-Off Period. Except as necessary to fulfill its obligations
hereunder, Licensor may not under any circumstances use, sell, distribute or reproduce (or authorize any other Person to use, sell distribute
or reproduce) any Products or Marketing Materials, without the prior written consent of Company, except for Marketing Materials that utilize,
contain or reference the Licensor Content or the Likeness, which Licensor may use in Licensor’s discretion during and after the
Term.







 



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3. Company IP License. Subject to Section 5 of these STCs, Company
grants Licensor a limited, non-exclusive, revocable right and license to use Company IP during the Term and the Sell-Off Period, solely
in and in respect of Licensor Content.


 


4. Ownership of Licensor Materials. Licensor owns the Licensor
Materials, excluding any elements incorporated within such Licensor Materials that were provided by Company or its agencies (e.g., Company
IP or product images), which shall remain the property of Company. Licensor hereby grants Company a limited non-transferable and revocable
license to reproduce, distribute and otherwise use the approved and unmodified Licensor Content and the Likeness contained therein for
the Term and the Sell-Off Period, solely in connection with the Services and as approved by Licensor. Further, Licensor grants Company
a limited right during the Term and the Sell-Off Period to use any Social Data in connection with its marketing and promotion of the Products
in accordance with Applicable Laws and any applicable third party terms and conditions, provided that such Social Data may not be used,
stored, or shared in aggregate or other form after the expiration of the Sell-Off Period. Notwithstanding the foregoing, Company will
not, under any circumstances, (i) re-post, re-share, highlight, pin or otherwise use the Licensor Materials after the Sell-Off Period
or outside of the scope of this Agreement, or (ii) otherwise use the Licensor Content, the Likeness or any Marketing Material incorporating
the foregoing for any co-branding, tie-in or other cross-promotion without Licensor’s prior written consent. Company also understands
that it does not have the right to, and agrees that it will not, file any application for a copyright or trademark registration or otherwise
obtain or attempt to obtain ownership of any copyright, trademark, trade name, or other intellectual property right in any country of
the world which consists of Licensor’s name and/or Likeness or any mark, design or logo intended to make reference to Licensor or
Licensor’s activities outside of the scope of this Agreement, or anything confusingly similar to the foregoing.






5. Approval Rights. All Licensor Content must be approved in
writing by Company in accordance with this Section 5 before Licensor may post or otherwise publicly release such Licensor Content, such
approval not to be unreasonably withheld, conditioned or delayed. Licensor Content must be submitted to Company by email to Damian@RabbitHoleEquity.com.
If Company disapproves Licensor Content, Company shall promptly notify Licensor of the reason(s) for such disapproval and the steps required
to gain approval. Licensor shall have three (3) business days to revise the Licensor Content and resubmit such Licensor Content to Company
for reevaluation/approval, unless the posting schedule requires a shorter time period. Approval by Company of any Licensor Content will
not be nor be deemed to be a determination by Company that the approved Licensor Content complies with any Applicable Laws that may apply
to such Licensor Content.


 


6. Results and Proceeds. The Parties agree that to the extent
Licensor provides services in connection with this Agreement, all such services are being performed at Company’s special request,
that the creation of Products and Materials shall be within the scope of Company’s engagement of Licensor, and that all results
and proceeds of Licensor’s services, including, without limitation, all contributions to Products and Materials (collectively, “Results
and Proceeds”), except for the Licensor Materials which shall remain proprietary to Licensor, shall be considered a “work
made for hire” under the Copyright Act. Licensor agrees that for any results and proceeds or part thereof that do not qualify as
a “work made for hire” under the Copyright Act, Licensor, for good and valuable consideration, the receipt and sufficiency
of which Licensor hereby acknowledges, does hereby: (i) transfer and assign to Company all right, title and interest therein, including
copyright; and (ii) waive all moral rights (whether now existing or later acquired) in the Results and Proceeds.







 



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7. Contractor. Licensor represents and warrants that in performing
Licensor’s obligations under this Agreement, Licensor does so as an independent contractor. Without limiting the foregoing, Licensor
assumes exclusive responsibility for the payment of all contributions and taxes in connection with Licensor’s income under all applicable
laws now in effect or hereafter enacted.


 


8. Licensor’s Representations and Warranties. Licensor
represents and warrants to Company that: (i) Licensor has the right to enter into this Agreement with Company for the furnishing of Licensor’s
services hereunder and to grant to Company all of the services and rights set forth herein and to cause Licensor to perform Services;
(ii) Licensor has all requisite power and authority to execute and deliver this Agreement and to carry out the transactions contemplated
hereby; (iii) Licensor has the exclusive right to grant the license to the Likeness and Licensor Content to Company in the manner set
forth herein; (iv) Licensor has not entered (and will not enter) into any other agreement or understanding that will prevent or substantially
impair: (y) the performance of Licensor’s obligations herein, or (z) Company’s right or ability to use and exploit the rights
granted to Company by Licensor herein; (v) all Licensor Content (other than Company IP) will be to the best of Licensor’s knowledge
original to Licensor (provided that Company shall be solely responsible to pay for and clear all Licensor Content prior to any use by
Company); (vi) this Agreement constitutes the legal, valid and binding obligation of Licensor and is enforceable against Licensor in accordance
with its terms; (vii) Licensor will comply with all Applicable Laws, whether those Applicable Laws are now in effect or later enacted;
and (viii) Licensor will not use Company IP except as required to fulfill Licensor’s obligations hereunder and shall not claim any
title or interest in or to any Company IP






9. Company’s Representations and Warranties. Company represents
and warrants to Licensor that: (i) Company is an entity duly organized and validly existing and in good standing under the laws of its
organization; (ii) Company has all requisite power and authority to execute and deliver this Agreement and to carry out the transactions
contemplated hereby; (iii) this Agreement constitutes the legal, valid and binding obligation of Company and is enforceable against Company
in accordance with its terms; (iv) any content provided to Licensor, any advertising or marketing descriptions or claims and any other
information or disclosure provided by Company to Licensor or otherwise used or made by Company is accurate, substantiated, and does not
infringe or otherwise violate any third party rights or Applicable Laws; (v) Company holds all rights, title and interest in and to Company’s
IP and the use of Company’s IP does not and will not infringe, misappropriate, or otherwise violate the rights of any third party;
and (vi) it will at all times comply with Applicable Laws and self-regulatory industry regulations involving the sale of alcoholic products
including without limitation, the DISCUS code and any federal, state or local advertising, shipping or other applicable regulations.


 


10. Confidentiality. Neither Party will disclose, to any third
party, the terms of this Agreement, or any information that it has had or will have access to concerning the other Party, except as required
to: (i) fulfill its obligations hereunder; or (ii) bring or defend any dispute in connection with this Agreement pursuant to the terms
herein. In addition, Company will not disclose any information of a personal nature regarding Licensor or any family members or the compensation
paid or payable hereunder. Neither Party will issue any press release or make any other public disclosure relating to this Agreement without
the other Party’s express written consent in each instance.


 


10. Force Majeure. If for any reason, such as war, act or threat
of terrorism, acts of God, riots, delays of commercial carriers, labor troubles, boycotts, strikes, restraints of public authority, or
any other similar reason beyond the control of the Parties, either Party is unable to exercise its rights hereunder, such Party shall
immediately notify the other in writing of the event and use all commercially reasonable efforts to recommence performance of its obligations
under this Agreement as soon as reasonably possible. If the force majeure event continues for more than thirty (30) consecutive days,
the Parties shall negotiate in good faith by either rescheduling the impacted Services for services of an equal or greater value, including
by way of extending the Term or otherwise negotiating additional services that may be provided by Licensor in lieu of the Services impacted
by the force majeure event, and if after negotiations, the parties cannot agree on any revised services, they can agree to suspend the
Agreement for a period of no more than ninety (90) days or otherwise be excused from performance.







 



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12. Indemnity.


 


12.1. Licensor shall indemnify and hold harmless Company, successors
and assigns, and each of their members, managers, shareholders, employees, directors, agents and officers for, from and against all Claims,
arising out of or in connection with: (i) any material uncured breach of any representation or warranty made by Licensor hereunder; or
(ii) any gross negligence or willful misconduct by Licensor. This indemnification obligation shall survive the expiration of the Term
or the termination of this Agreement. With respect to such indemnity, Licensor shall control the defense and settlement of any claim,
action, suit or controversy with counsel selected by Licensor, provided that Licensor will not settle any claim without the written consent
of Company, not to be unreasonably withheld.


 


12.2. Company shall defend and hold harmless Licensor for, from and
against all Claims with respect to: (i) any breach of any representation or warranty made by Company hereunder; (ii) the production, advertising,
sale or distribution of Company’s products (other than in connection with unapproved claims about Company’s products or services
made by Licensor without approval or Licensor’s gross negligence or willful misconduct); (iii) any products liability claims arising
from Company's products or services or any infringement or alleged infringement of the rights of a third party by any of Company’s
Products, any Marketing Materials or Property; (iv) Company’s use of the Licensor Materials or Likeness other than as permitted
by Licensor; and (v) gross negligence or willful misconduct by Company or its agents or contractors (other than Licensor). With respect
to such indemnity, Company shall control the defense and settlement of any claim, action, suit or controversy with counsel selected by
Company provided that Company will not settle any claim without the written consent of Licensor. This indemnification obligation shall
survive the expiration of the Term or the termination of this Agreement.






12.3. Indemnification Procedures. The defense and indemnification obligations
of either Party set forth in Sections 12.1 and 12.2 shall only be available to if the claiming Party: (i) gives prompt written notice
to the other Party of the Claim (in no event later than ten (10) days following receipt of written information regarding a Claim); (ii)
takes no independent action in connection with such Claim; and (iii) cooperates with the other Party in the defense against such Claim.
Notwithstanding the foregoing, either Party shall have the right to: (a) participate in the defense of any Claim at such Party’s
own expense.


 


13. Limitation of Liability. Under no circumstances will either
Party be liable to the other Party or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, including
without limitation loss of goodwill or business profits (whether arising in contract, negligence, strict liability, or otherwise). This
limitation does not apply with respect to any liability of the Company as a result of products liability, death, or bodily injury, or
any sums recoverable from insurance.


 


14. Insurance. Company agrees to provide and maintain, at its
own expense, general liability insurance, product liability insurance, and errors and omissions insurance, with limits of no less than
$5,000,000 each. Within thirty (30) days from the date hereof, Company will submit to Licensor a fully paid policy or certificate of insurance
naming Licensor as additional insured. Company agrees that it will not terminate or materially modify such insurance policy without written
notice to Licensor at least twenty (20) days in advance thereof.







 



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15. Termination.


 


15.1. Company shall have the right to terminate this Agreement without
prejudice to any other rights that Company may have, upon written notice to Licensor: (i) for Cause; (ii) if Licensor materially breaches
any material term, condition, obligation, representation or warranty provided for in this Agreement and fails to cure such breach within
thirty (30) days after Company has delivered a written notice that includes a description of such breach and Company’s specifications
for what would constitute a cure of such breach (to the extent curable); or (iii) upon Licensor’s death or physical or mental incapacitation
that substantially impairs Licensor’s ability to render the Services for more than 180 days (as defined herein).


 


15.2. Licensor shall have the right to terminate this Agreement without
prejudice to any other rights that Licensor may have, upon written notice to Company: for (i) Cause; (ii) if Company materially breaches
any material term, condition, obligation, representation or warranty provided for in this Agreement and fails to cure such breach within
thirty (30) days after Licensor has delivered a written notice that includes a description of such breach and Licensor’s specifications
for what would constitute a cure of such breach (to the extent curable). Furthermore, the Agreement will automatically terminate in the
event Licensor ceases to be a Member of the Company or upon the termination of the Operating Agreement for any reason.






15.3. Following the expiration of the Term or sooner termination
of this Agreement: (i) Licensor’s license to use Company’s IP shall be immediately revoked; (ii) the rights and license
granted to Company herein shall terminate and automatically revert to Licensor; (iii) Company shall cease the marketing and sale of
the Products that feature the Likeness on such Products, provided, however, that Company shall have the right but not the obligation
to (a) sell off the remaining inventory of Products that feature the pre-approved Likeness via the same channels of trade, unless
otherwise agreed upon in writing by Licensor for no more than 90 days (“Sell-Off Period”), and (b) use approved
Marketing Materials that feature the pre-approved Likeness, for the Sell-Off Period ; and (iv) Company shall not be required to
delete any social media shares or posts made during the Term by Company or any other Person, and shall not be responsible for any
sharing of Licensor content by any unaffiliated party after the Term provided that Company will cause all third party retailers to
stop using the Marketing Materials or the Likeness at any point of sale or other public exhibition. Moreover, Company may use all
Licensor Content and Marketing Materials that feature the pre-approved Likeness in perpetuity, worldwide, solely for Company’s
internal (i.e. non-public) purposes, including at Company’s conventions and meetings and for advertising competitions, trade
publications and internal retrospective editorial material.


 


16. Governing Law, Remedies. This Agreement will be governed
by and construed in accordance with the internal substantive laws of the State of California, without giving effect to the principles
of conflicts of laws thereof. Company reserves all its rights and remedies at law and in equity if Licensor should breach this Agreement.







 






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17. Arbitration. The Parties hereto hereby irrevocably and unconditionally
agree that, except for payment related disputes and each Party’s right to seek injunctive relief in state and federal courts, any
and all actions, suits, proceedings, claims or counterclaims directly or indirectly arising out of, under or in any way relating to this
Agreement or the transactions contemplated by this Agreement, shall be determined by binding arbitration before a single neutral arbitrator
(“Arbitrator”) in Los Angeles County, California, pursuant to the rules of the American Arbitration Association (“AAA”).
The Arbitrator shall be a retired judge and shall be mutually agreed upon by the Parties to such dispute or if such Parties are unable
to agree on an Arbitrator, the Arbitrator shall be appointed pursuant to the AAA. The fees of the Arbitrator shall be borne equally by
the Parties to each dispute, provided, that the Arbitrator may require such fees be borne in such other manner as the Arbitrator determines
is required in order for this arbitration clause to be enforceable under applicable law. There shall be a record of the proceedings at
the arbitration hearing and the Arbitrator shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitrator’s
decision. The Arbitrator’s decision shall be final and binding as to all matters of substance and procedure, and may be enforced
by a petition to the New York Court for confirmation and enforcement of the award. The Arbitrator shall have the power to enter temporary
restraining orders, preliminary and permanent injunctions, subject to the provisions of this Agreement waiving or limiting that remedy.
All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed,
except as necessary to obtain court confirmation of the arbitration award. EACH PARTY UNDERSTANDS THAT BY AGREEING TO ARBITRATION IN THE
EVENT OF A DISPUTE IN CONNECTION WITH THIS AGREEMENT, EACH PARTY IS EXPRESSLY WAIVING SUCH PARTY’S RIGHT TO REQUEST A TRIAL BY JURY
IN A COURT OF LAW. Notwithstanding the foregoing and in addition to any other rights and remedies that either Party may have, either Party,
without posting any bonds, shall be entitled to obtain in State or Federal Court, and the other Party agrees not to oppose, a request
for injunctive and other equitable relief to prevent a breach or continuing breach of this Agreement. If, notwithstanding the arbitration
provisions of this Agreement, a party shall succeed in bringing an action relating to any matter or dispute in connection with this Agreement
in a court of law, then the exclusive venue for resolution of such matter or dispute shall be the federal and state courts located in
New York County, New York. Each Party further agrees that personal jurisdiction over such Party may be effected by service of process
by personal delivery or by a nationally recognized overnight courier addressed as provided in the preamble of this Agreement, and that
when so made shall be as if served upon such Party personally.






16. Relationship of the Parties. Nothing herein shall create,
be deemed to create or be construed as creating any partnership, employer-employee, joint venture, or agency relationship between the
Parties hereto. Neither Party shall have any authority to bind the other or to act as an agent for the other unless expressly authorized
in writing.


 


19. Survival. The following Sections shall survive the expiration
or termination of the Term, or the termination of this Agreement: Sections 2 and 8 of the Basic Terms and Sections 1, 2, 6 – 10,
12, 13 and 15.3 - 20 of these STCs.


 


20. Miscellaneous. The section headings in this Agreement are
for convenience only and are not intended to be a complete or accurate summary of the contents of any section. They shall not be used
in construing this Agreement or any part hereof. Licensor’s rights (other than for purposes of receiving compensation) hereunder
may not be assigned and Licensor’s duties may not be delegated without Company’s prior written consent. Company may not assign
this Agreement, its rights or delegate its obligations under this Agreement, without the consent of Licensor, except to any controlled
affiliate, parent, subsidiary or other related entity of Company, or to the purchaser of all or substantially all of its assets. Subject
to the foregoing, this Agreement is binding upon and shall inure to the benefit of Licensor’s and Company’s respective successors
and assigns. Neither of the Parties hereto has made any representations, statements, warranties or other agreements other than those expressed
herein. This Agreement embodies the entire understanding of the Parties with respect to the subject matter contained in it and supersedes
all prior and contemporaneous agreements, representations, or understandings, written or oral, between Licensor and Company. This Agreement
may be amended, modified or canceled only by a written agreement signed by the Parties hereto. Except as otherwise provided in this Agreement,
all notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally or if delivered
by overnight delivery (by a nationally recognized overnight courier) when delivery is confirmed by the delivery service to the addresses
specified in the Basic Terms, or at such other address as either Party may supply by written notice delivered in accordance herewith.
If any provision of this Agreement, or portion thereof, shall be held invalid or unenforceable by a court or arbitrator of competent jurisdiction,
such invalidity or unenforceability shall attach only to such provision or portion thereof, and shall not in any manner affect or render
invalid or unenforceable any other provision of this Agreement or portion thereof, and this Agreement shall be carried out as if any such
invalid or unenforceable provision or portion thereof were not contained herein; provided, however, that if such provision is a material
business term, such invalid or unenforceable provision or portion thereof shall be deemed, without further action on the part of the Parties
hereto, modified, amended or limited to the extent necessary to render the same valid and enforceable, provided that any such modification,
amendment or limitation preserves the original intent of the Parties (as demonstrated by the plain meaning of the text). No waiver by
a Party hereto of a breach or default hereunder by the other Party shall be considered valid unless in writing signed by such first Party,
and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or any other nature. This Agreement may be
executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
All uses of the word “or” herein are as a logical disjunction unless otherwise specified. All references to the masculine,
feminine or neuter genders shall mean and include all genders.


 


[END OF STCs]







 


 


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