ORDER GRANTING DEBTOR’S MOTION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE 

SALE OF THE TRANSFERRED ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, 

ENCUMBRANCES, AND OTHER INTERESTS, (B) GRANTING THE BUYER THE PROTECTIONS 

AFFORDED TO A GOOD FAITH PURCHASER, AND (C) GRANTING RELATED RELIEF Page 1 

ORDER GRANTING DEBTOR’S MOTION FOR ENTRY OF AN ORDER (A) 

AUTHORIZING THE SALE OF THE TRANSFERRED ASSETS FREE AND 

CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES, AND OTHER INTERESTS, 

(B) GRANTING THE BUYER THE PROTECTIONS AFFORDED TO A GOOD 

FAITH PURCHASER, AND (C) GRANTING RELATED RELIEF

CAME ON FOR CONSIDERATION the Motion for Entry of an Order (A) Authorizing the 

Sale of the Transferred Assets Free and Clear of All Liens, Claims, Encumbrances, and Other 

Interests, (B) Granting the Buyer the Protections Afforded to a Good Faith Purchaser, and (C) 

Granting Related Relief (the “Motion”) filed by Grand Fusion Housewares, LLC (“Debtor”), the 

above-captioned debtor and debtor-in-possession. Pursuant to the Motion, the Debtor seeks entry of 

an order substantially in the form attached thereto as Exhibit A (the “Sale Order”) under Sections 

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE NORTHERN DISTRICT OF TEXAS

FORT WORTH DIVISION

In re:

GRAND FUSION HOUSEWARES, LLC, 

Debtor.

§

§

§

§

§

Chapter 11

Case No. 24-41694-mxm11V

The following constitutes the ruling of the court and has the force and effect therein described.

Signed September 16, 2024

_____________________________________________________________________

____________________________

United States Bankruptcy Judge
ORDER GRANTING DEBTOR’S MOTION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE 

SALE OF THE TRANSFERRED ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, 

ENCUMBRANCES, AND OTHER INTERESTS, (B) GRANTING THE BUYER THE PROTECTIONS 

AFFORDED TO A GOOD FAITH PURCHASER, AND (C) GRANTING RELATED RELIEF Page 2 

105(a), 363(b), 363(f), and 363(m) of title 11 of the United States Code (the “Bankruptcy Code”) and 

Rules 2002(a)(2), 2002(c)(l), 6004(a), 6004(c), 6004(f), and 6004(h) of the Federal Rules of 

Bankruptcy Procedures (the “Bankruptcy Rules”): (i) authorizing the Debtor to sell certain assets 

(collectively, the “Transferred Assets”) to Evriholder Products, LLC and/or its assigns (the “Buyer”) 

free and clear of all liens, claims, Encumbrances, and other interests, pursuant to that certain 

Intellectual Property Purchase Agreement, substantially in the form attached as Exhibit 1 to both the 

Motion and this Sale Order (including all schedules, exhibits, and amendments, the “Purchase 

Agreement”)1; (ii) granting the Buyer the protections afforded to a good faith purchaser pursuant to 

Section 363(m) of the Bankruptcy Code (as defined below); and (iii) granting related relief. The 

Court, having considered the Motion, the evidence presented, and having heard the statements of 

counsel in support of the relief requested, finds that the Court has jurisdiction over this matter 

pursuant to 28 U.S.C. §§ 157 and 1334, and 11 U.S.C. § 363; that this proceeding is a core proceeding 

pursuant to 28 U.S.C. § 157(b); and it appearing that notice of the Motion was sufficient under the 

circumstances, and that no other or further notice need be provided; that the Transferred Assets (as 

set forth in both the Motion and Purchase Agreement and Exhibit 1 attached hereto) are to be 

conveyed to Buyer; and being satisfied based on the representations made in the Motion that such 

sale is necessary and in the best interest of the Debtor’s estate and its creditors; that no objection or 

other written response to the Motion has been timely filed by any party; and, after due deliberation 

and sufficient cause appearing therefore, the Court is of the opinion that the proposed sale of the 

Transferred Assets from the Debtor to Buyer is a sound exercise of the Debtor’s business judgment 

and should be approved. Accordingly, the Court finds that the Motion is well taken and should be 

granted. 

1 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Motion. 
ORDER GRANTING DEBTOR’S MOTION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE 

SALE OF THE TRANSFERRED ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, 

ENCUMBRANCES, AND OTHER INTERESTS, (B) GRANTING THE BUYER THE PROTECTIONS 

AFFORDED TO A GOOD FAITH PURCHASER, AND (C) GRANTING RELATED RELIEF Page 3 

THE COURT HEREBY FINDS THAT:2

A. This Court has jurisdiction to hear and determine the Motion pursuant to 28 U.S.C. 

§§ 157 and 1334, and this matter is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue of this 

case and proceeding is proper in this District and this Court under 28 U.S.C. §§ 1408 and 1409. 

B. On May 16, 2024 (the “Petition Date”), the Debtor commenced this bankruptcy case 

by filing a voluntary petition for relief under Chapter 11, Subchapter V of Title 11 of the Bankruptcy 

Code in this Court. The Debtor continues to manage and operate its business as a debtor-in-possession 

pursuant to section 1184 of the Bankruptcy Code. Behrooz Vida was appointed as the Subchapter V 

Trustee. No other trustee, examiner, or official committees have been appointed in this case.

C. The Purchase Agreement, including the form and total consideration to be realized by 

the Debtor under the Purchase Agreement, (i) constitutes the highest and best offer received by the 

Debtor for the Transferred Assets; (ii) constitutes fair value, fair, full and adequate consideration, 

reasonably equivalent value and reasonable market value for the Transferred Assets; and (iii) is in 

the best interests of the Debtor, its estate, its creditors and all other parties in interest.

D. The Debtor’s determination that the consideration provided by Buyer under the 

Purchase Agreement constitutes the highest and best offer for the Transferred Assets is a valid and 

sound exercise of the Debtor’s business judgment. 

E. Consistent with its fiduciary duties, the Debtor has demonstrated good, sufficient and 

sound business reasons and justifications for entering into the transaction and the performance of its

obligations under the Purchase Agreement, including, but not limited to, the fact that (the 

consideration provided by Buyer under the Purchase Agreement will provide a greater recovery for 

2 The findings and conclusions set forth herein constitute this Court’s findings of fact and conclusions of law pursuant to 

Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent any of the 

following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following 

conclusions of law constitute findings of fact, they are adopted as such. 
ORDER GRANTING DEBTOR’S MOTION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE 

SALE OF THE TRANSFERRED ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, 

ENCUMBRANCES, AND OTHER INTERESTS, (B) GRANTING THE BUYER THE PROTECTIONS 

AFFORDED TO A GOOD FAITH PURCHASER, AND (C) GRANTING RELATED RELIEF Page 4

the Debtor’s estate than would be provided by any other available alternative, including a separate 

liquidation of the Transferred Assets.

F. Subject to entry of this Order, the Debtor (i) has full corporate power and authority to 

execute and deliver the Purchase Agreement and all other documents contemplated thereby, (ii) has

all of the necessary corporate power and authority to consummate the transactions contemplated by 

the Purchase Agreement and the ancillary agreements, (iii) has taken all corporate action necessary 

to authorize and approve the Purchase Agreement and the ancillary agreements and the 

consummation by the Debtor of the transactions contemplated thereby, and (iv) subject to entry of 

this Order, needs no consents or approvals, other than those expressly set forth in the Purchase 

Agreement, the ancillary agreements or this Order, to consummate the transactions contemplated 

thereby.

G. The sales process engaged in by the Debtor and Buyer, and the negotiation of the 

Purchase Agreement, was at arm’s length, non-collusive, in good faith, and substantively and 

procedurally fair to all parties in interest. Neither the Debtor nor Buyer has engaged in any conduct 

that would cause or permit the Purchase Agreement or the transaction to be avoided, or costs or 

damages to be imposed, under section 363(n) of the Bankruptcy Code.

H. Buyer is a good faith buyer within the meaning of section 363(m) of the Bankruptcy 

Code and is therefore entitled to the full protection of that provision with respect to the sale, each 

term of the Purchase Agreement and ancillary agreements and each term of this Order, and otherwise 

has proceeded in good faith in all respects. The protections afforded by section 363(m) of the 

Bankruptcy Code are integral to the transaction and Buyer would not consummate the transaction 

without the receipt of such protections. Neither the Debtor nor Buyer engaged in any conduct that 

would prevent the application of section 363(m) of the Bankruptcy Code. The Debtor was free to 
ORDER GRANTING DEBTOR’S MOTION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE 

SALE OF THE TRANSFERRED ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, 

ENCUMBRANCES, AND OTHER INTERESTS, (B) GRANTING THE BUYER THE PROTECTIONS 

AFFORDED TO A GOOD FAITH PURCHASER, AND (C) GRANTING RELATED RELIEF Page 5

deal with any other party interested in buying or selling some or all of the Transferred Assets on 

behalf of the Debtor’s estate. The protections afforded by section 363(m) of the Bankruptcy Code 

are integral to the transaction and Buyer would not consummate the transaction without such 

protections.

I. Neither Buyer nor any of its affiliates, officers, directors, managers, shareholders, 

members or any of their respective successors or assigns is an “insider” of the Debtor, as that term is 

defined under section 101(31) of the Bankruptcy Code. No common identity of directors, managers, 

controlling shareholders, or members exists between the Debtor and Buyer.

J. The consideration provided by Buyer for the Transferred Assets pursuant to the 

Purchase Agreement, (i) is fair and reasonable, (ii) is the highest and best offer for the Transferred 

Assets, (iii) will provide a greater recovery for the Debtor’s creditors and estate than would be 

provided by any other practical available alternative, and (iv) constitutes reasonably equivalent value 

and fair consideration under the Bankruptcy Code and under the laws of the United States, and each 

state, territory, possession and the District of Columbia.

K. The Purchase Agreement was not entered into, and none of the Debtor or Buyer has 

entered into the Purchase Agreement or proposes to consummate the Transaction, for the purpose of 

(i) escaping liability for any of the Debtor’s debts or (ii) hindering, delaying or defrauding the 

Debtor’s present or future creditors, for the purpose of statutory and common law fraudulent 

conveyance and fraudulent transfer claims whether under the Bankruptcy Code or under the laws of 

the United States, any state, territory, possession thereof or the District of Columbia or any other 

applicable jurisdiction with laws substantially similar to the foregoing.

L. The transfer of the Transferred Assets to Buyer will be legal, valid, and effective 

transfers of the Transferred Assets, and will vest Buyer with all right, title, and interest of the Debtor
ORDER GRANTING DEBTOR’S MOTION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE 

SALE OF THE TRANSFERRED ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, 

ENCUMBRANCES, AND OTHER INTERESTS, (B) GRANTING THE BUYER THE PROTECTIONS 

AFFORDED TO A GOOD FAITH PURCHASER, AND (C) GRANTING RELATED RELIEF Page 6 

to the Transferred Assets free and clear of all claims, liens (including, without limitation, any 

statutory lien on real and personal property and any and all “liens” as that term is defined and used 

in the Bankruptcy Code, including section 101(37) thereof), liabilities, interests, rights, and 

Encumbrances. 

M. The Debtor, to the extent permitted by applicable law, may transfer the Transferred 

Assets free and clear of all claims, other interests of any kind or nature whatsoever (“Interests”), and 

Encumbrances, including, without limitation, rights or claims based on any successor or Buyer 

liability, because, in each case, one or more of the standards set forth in sections 363(f)(1)-(5) of the 

Bankruptcy Code has been satisfied. 

N. Neither Buyer nor any of its affiliates are a mere continuation of the Debtor or its

estate, there is no continuity or common identity between Buyer, the Debtor, or any of their respective 

affiliates, and there is no continuity of enterprise between Buyer, the Debtor, or any of their respective 

affiliates. Neither Buyer nor any of its affiliates are holding themselves out to the public as a 

continuation of the Debtor. Neither Buyer nor any of its affiliates are a successor to the Debtor or its

estate and none of the transactions contemplated by the Purchase Agreement amounts to a 

consolidation, merger, or de facto merger of Buyer or any of its affiliates with or into the Debtor. 

O. To maximize the value of the Transferred Assets, it is essential that the Transaction 

contemplated by the Purchase Agreement occur within the time constraints set forth in the Purchase 

Agreement. Time is of the essence in consummating the transaction. Accordingly, there is cause to 

waive the stays contemplated by Bankruptcy Rules 6004 and 6006. 

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED as follows: 

1. The Motion is GRANTED and APPROVED in all respects as set forth herein. 
ORDER GRANTING DEBTOR’S MOTION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE 

SALE OF THE TRANSFERRED ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, 

ENCUMBRANCES, AND OTHER INTERESTS, (B) GRANTING THE BUYER THE PROTECTIONS 

AFFORDED TO A GOOD FAITH PURCHASER, AND (C) GRANTING RELATED RELIEF Page 7

2. All objections to the Motion, if any, or the relief requested therein that have not been 

withdrawn, waived, or settled, and all reservations of rights included therein, are overruled on the 

merits and denied with prejudice, or the subject matter of such objections have been otherwise 

satisfied or adequately provided for.

3. The Debtor is hereby authorized to sell the Transferred Assets to Buyer on the terms 

set forth in the Purchase Agreement pursuant to section 363(b) of the Bankruptcy Code and to transfer 

and assign all right, title, and interest (including common law rights) to all property, licenses, and 

rights to be conveyed in accordance with and subject to the terms and conditions of the Purchase 

Agreement and this Sale Order, and is further authorized and directed to execute and deliver, and is

empowered to perform under, consummate, and implement, the Purchase Agreement and Transaction 

Documents, together with all additional instruments and documents that may be reasonably necessary 

or appropriate to implement the Purchase Agreement, including, without limitation, the related 

documents, exhibits, and schedules, and, subject to the Purchase Agreement and this Sale Order, to 

take all further actions as may be necessary or desirable to implement the Purchase Agreement and 

Sale, including for the purposes of assigning, transferring, granting, conveying, and conferring to the 

Buyer or reducing to possession, he Transferred Assets, or as may be necessary or appropriate to the 

performance of the Debtor’s obligations as contemplated by the Purchase Agreement.

4. The Purchase Agreement, including any amendments, supplements, ancillary 

documents, and any modifications thereto, and all of the terms and conditions therein, is hereby 

approved.
ORDER GRANTING DEBTOR’S MOTION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE 

SALE OF THE TRANSFERRED ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, 

ENCUMBRANCES, AND OTHER INTERESTS, (B) GRANTING THE BUYER THE PROTECTIONS 

AFFORDED TO A GOOD FAITH PURCHASER, AND (C) GRANTING RELATED RELIEF Page 8 

5. The sale of the Transferred Assets to Buyer shall be and is free and clear of all liens, 

claims3

, Encumbrances, and other interests of any kind or nature whatsoever pursuant to 11 U.S.C. 

§ 363(f), with all such liens, claims, Encumbrances, and other interests to attach to the proceeds of 

the sale of the respective Transferred Asset in the same force and validity as existing on such 

Transferred Assets as of the Petition Date, provided, however, that the Debtor retains and preserves 

any and all claims and defenses to all such liens, claims, Encumbrances, and other interests. All 

persons and entities holding liens, claims, Encumbrances, and other interests of any kind or nature 

whatsoever against or in the Transferred Assets or the Debtor (whether legal or equitable, secured or 

unsecured, matured or unmatured, contingent or noncontingent, or senior or subordinated), arising 

under or out of, in connection with, or in any way relating to, the Debtor, the Debtor’s estate, the

Transferred Assets, or the transactions contemplated by the Purchase Agreement and sale, are forever 

barred, estopped, and permanently enjoined from asserting, prosecuting or otherwise pursuing

against the Buyer, its respective successors, assigns, and affiliates, their respective property or the 

Transferred Assets, such persons’ or entities’ liens, claims, Encumbrances, or other interests. No 

holder of an Encumbrance against or in the Debtor shall interfere with the Buyer’s title to, or use and 

enjoyment of, the Transferred Assets. 

6. Subject to the terms and conditions of this Sale Order, the transfer of the Transferred 

Assets to the Buyer constitutes a legal, valid, binding and effective transfer of the Transferred Assets

and shall vest the Buyer with all right, title, and interest of the Debtor and its estate in and to the

Transferred Assets free and clear of all liens, claims, Encumbrances, and other interests of any kind 

or nature whatsoever. 

3

 For purposes of this Sale Order, the lowercase term “claim(s)” shall have the meaning ascribed to such term in Section 

101(5) of the Bankruptcy Code.
ORDER GRANTING DEBTOR’S MOTION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE 

SALE OF THE TRANSFERRED ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, 

ENCUMBRANCES, AND OTHER INTERESTS, (B) GRANTING THE BUYER THE PROTECTIONS 

AFFORDED TO A GOOD FAITH PURCHASER, AND (C) GRANTING RELATED RELIEF Page 9

7. The Buyer is not a “successor” to the Debtor or its estate by reason of any theory of 

law or equity, and the Buyer shall not assume, or be deemed to assume, or in any way be responsible 

for, any liability or obligation of the Debtor and/or its estate with respect to the Transferred Assets 

or otherwise. Neither the purchase of the Transferred Assets by the Buyer nor the fact that the Buyer 

is using any of the Transferred Assets previously owned by the Debtor will cause the Buyer to be 

deemed a successor in any respect to the Debtor’s business or incur any liability derived therefrom.

8. The transfer, conveyance and sale of the Transferred Assets to Buyer under the 

Purchase Agreement constitutes a transfer for reasonably equivalent value and fair consideration 

under the Bankruptcy Code and laws of all applicable jurisdictions, including, without limitation, the 

laws of each jurisdiction in which the Transferred Assets are located, and the sale of the Transferred 

Assets to Buyer may not be avoided under any statutory or common law fraudulent conveyance and 

fraudulent transfer theories whether under the Bankruptcy Code or under the laws of the United 

States, any state, territory, possession thereof or the District of Columbia or any other applicable 

jurisdiction with laws substantially similar to the foregoing.

9. The sale of the Transferred Assets to Buyer was negotiated with the Debtor at arm’s 

length and in good faith, and the Buyer is entitled to all of the protections afforded by Section 363(m) 

of the Bankruptcy Code as a good faith purchaser of the Transferred Assets. Accordingly, the reversal 

or modification on appeal of this Sale Order shall not affect the validity of the sale as to the Buyer, 

except to the extent such authorization is duly stayed pending such appeal prior to such 

consummation, and neither the Debtor nor any successor in interest to the Debtor’s estate shall be 

entitled to bring an action against the Buyer, and the Sale may not be avoided pursuant to Section 

363(n) of the Bankruptcy Code. 
ORDER GRANTING DEBTOR’S MOTION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE 

SALE OF THE TRANSFERRED ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, 

ENCUMBRANCES, AND OTHER INTERESTS, (B) GRANTING THE BUYER THE PROTECTIONS 

AFFORDED TO A GOOD FAITH PURCHASER, AND (C) GRANTING RELATED RELIEF Page 10

10. The Debtor has (a) demonstrated that entry into and consummation of the sale 

constitutes an exercise by the Debtor of sound business judgment, and such acts are in the best 

interests of the Debtor and the Debtor’s estate, its creditors, and all parties in interest; and (b) 

articulated good and sufficient business reasons justifying the sale of the Transferred Assets to the 

Buyer.

11. This Order is and shall be binding upon and govern the acts of all entities, including, 

without limitation, all filing agents, filing officers, title agents, title companies, recorders of 

mortgages, recorders of deeds, registrars of deeds, registrars of patents, trademarks or other 

intellectual property, administrative agencies, governmental departments, secretaries of state, federal 

and local officials and all other persons and entities who may be required by operation of law, the 

duties of their office or contract, to accept, file, register or otherwise record or release any documents 

or instruments; and each of the foregoing persons and entities is hereby authorized to accept for filing 

any and all of the documents and instruments necessary and appropriate to consummate the 

transaction contemplated by the Purchase Agreement.

12. The Debtor and Buyer, including their respective officers, employees, and agents, are 

each authorized to execute any and all documents necessary and do such acts as are necessary or 

desirable to carry out the transactions contemplated by the terms and conditions of the Purchase 

Agreement and this Sale Order to effectuate the sale and purchase of the Transferred Assets without 

further approval or Order of the Court. Without limiting the generality of the foregoing, this Sale 

Order shall constitute all approvals and consents, if any, required by applicable business corporation, 

trust, intellectual property, licensing and other laws of applicable governmental units with respect to 

the implementation and consummation of the Purchase Agreement and this Sale Order and the 

transactions contemplated thereby and hereby.
ORDER GRANTING DEBTOR’S MOTION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE 

SALE OF THE TRANSFERRED ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, 

ENCUMBRANCES, AND OTHER INTERESTS, (B) GRANTING THE BUYER THE PROTECTIONS 

AFFORDED TO A GOOD FAITH PURCHASER, AND (C) GRANTING RELATED RELIEF Page 11

13. The Debtor and Buyer are authorized to take all actions necessary to effectuate the 

relief granted pursuant to this Order in accordance with the Motion. 

14. The Purchase Agreement and any related agreements, documents or other instruments 

may be modified, amended or supplemented by the parties thereto in accordance with the terms 

thereof, without further order of the Court, provided that any such modification, amendment or 

supplement does not have a material adverse effect on the Debtor’s estate. 

15. The failure to specifically include any particular provisions of the Purchase 

Agreement in this Sale Order shall not diminish or impair the effectiveness of such provision, it being 

the intent of the Court that the Purchase Agreement be authorized and approved in its entirety. 

16. Nothing contained in any order entered in this Chapter 11 case subsequent to entry of 

this Sale Order shall conflict with or derogate from the provisions of the Purchase Agreement or the 

terms of this Sale Order. The provisions of this Sale Order are non-severable and mutually 

dependent.

17. To the extent applicable, the automatic stay pursuant to section 362 of the Bankruptcy 

Code is hereby lifted or otherwise modified with respect to the Debtor to the extent necessary, without 

further order of the Court (a) to allow the Buyer to give the Debtor any notice provided for in the 

Purchase Agreement and (b) to allow the Buyer to take any and all actions permitted by the Purchase 

Agreement. 

18. Notwithstanding any provision in the Bankruptcy Rules to the contrary, including but 

not limited to Bankruptcy Rules 6004(h) and/or 6006(d), this Order shall be immediately effective 

and enforceable upon its entry, and any 14-day stay otherwise in effect is expressly waived and shall 

not apply. 
ORDER GRANTING DEBTOR’S MOTION FOR ENTRY OF AN ORDER (A) AUTHORIZING THE 

SALE OF THE TRANSFERRED ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, 

ENCUMBRANCES, AND OTHER INTERESTS, (B) GRANTING THE BUYER THE PROTECTIONS 

AFFORDED TO A GOOD FAITH PURCHASER, AND (C) GRANTING RELATED RELIEF Page 12

19. This Court shall retain jurisdiction to, among other things, interpret, implement, and 

enforce the terms and provisions of this Order and the Purchase Agreement, all amendments thereto 

and any waivers and consents thereunder and each of the agreements executed in connection 

therewith to which the Debtor is a party or which has been assigned by the Debtor to Buyer, and to 

adjudicate, if necessary, any and all disputes concerning or relating in any way to the sale transaction, 

and any party that has, or asserts, possession, control or other rights with respect to any of the 

Transferred Assets.

### END OF ORDER ###

Respectfully submitted by:

Bryan C. Assink

Texas State Bar No. 24089009

BONDS ELLIS EPPICH SCHAFER JONES LLP

420 Throckmorton Street, Suite 1000

Fort Worth, Texas 76102

(817) 405-6900 telephone

(817) 405-6902 facsimile

Email: bryan.assink@bondsellis.com

COUNSEL FOR DEBTOR 

AND DEBTOR-IN-POSSESSION
EXHIBIT 1 – PURCHASE AGREEMENT
Execution Copy 

INTELLECTUAL PROPERTY PURCHASE AGREEMENT 

This Intellectual Property Purchase Agreement (this “Agreement”) is made as 

of August 20, 2024, by and between Grand Fusion Housewares, LLC, a Texas limited 

liability company, having a place of business at 1215 W. Crosby Rd. Ste. 100, Carrollton, 

TX, (the “Assignor”) and Evriholder Products, LLC, an Indiana limited liability company (the 

“Assignee”) having a place of business at 975 W. Imperial Highway, Brea, CA 92821. Assignor 

and Assignee are each referred to individually as a “Party” and collectively as the “Parties.” 

RECITALS

WHEREAS, Assignor is engaged in the business of producing, marketing and selling 

household products (the “Business”) and owns certain intellectual property rights in a product 

known as Pet Hair Remover Dryer Balls which is identified in Schedule 2 hereto (the “Product”). 

WHEREAS, Assignee also engages in the same Business and desires to purchase the 

intellectual property assets of Assignor related to the Product at a market price. 

WHEREAS, on May 16, 2024 (the “Petition Date”), Assignor filed a voluntary petition 

for relief pursuant to chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the 

“Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Texas, as 

Case No. 24-41694-mxm11 (the “Bankruptcy Court” or the “Bankruptcy Case,” as applicable). 

The Assignor is operating its Business and managing its property under the jurisdiction of the 

Bankruptcy Court as debtor in possession. 

WHEREAS, subject to approval of the Bankruptcy Court, Assignor and Assignee desire to 

enter into this Agreement whereby Assignor agrees to sell and assign to Assignee, and Assignee 

agrees to purchase and receive from Assignor, the Transferred Assets, on the terms and subject to 

the conditions set forth herein. 

NOW, THEREFORE, in consideration of the premises, mutual covenants and promises 

hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of 

which are hereby acknowledged, the Parties hereto agree as follows: 

1. DEFINITIONS

1.1 Certain Definitions. For purposes of this Agreement, the following terms shall have

the meanings specified or referred to in this Section 1.1: 

(a) “Affiliate” means, with respect to any Person, any other Person that, directly

or indirectly, controls, is controlled by, or is under common control with the first Person. 

(b) “Contracts” means all agreements, contracts, commitments, options,

orders, licenses, leases, obligations and other instruments, arrangements and understandings 

(whether written or oral) to which a Person is a party, or by which any of its assets or properties 

are bound, whether express or implied. 
 2 

(c) “Effective Date” means February 1, 2024. 

(d) “Encumbrance” means any mortgage, pledge, charge, claim, equitable 

interest, lien, security interest, transfer, receipt of income or other encumbrance or restriction of 

any kind or exercise of any other attribute of ownership that is imposed by agreement, 

understanding, applicable law or otherwise, whether of record or otherwise. 

(e) “Intellectual Property” means any and all of the following in any 

jurisdiction throughout the world, including: (i) patents, patent applications, patent disclosures and 

inventions (whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade 

names, corporate names, logos and slogans (and all translations, adaptations, derivations and 

combinations of the foregoing) together with all goodwill associated with each of the foregoing; 

(iii) copyrights and copyrightable works; (iv) confidential information, proprietary information 

and trade secrets, including know-how, ideas, source code, object code, inventions, designs, 

technology, tools, methods, processes, specifications, technical data, databases, data collections, 

research and development, customer lists, supplier lists, pricing and cost information and business 

and marketing plans and proposals; (v) rights of privacy and publicity, and moral and economic 

rights of authors and inventors, however denominated; (vi) registrations and applications for 

registration, together with all reissuances, continuations, continuations-in-part, revisions, 

extensions, reexaminations and renewals for any of the foregoing; (vii) other similar proprietary 

and intangible rights; (viii) all causes of action (resulting from past, current and future 

infringement thereof), damages, and remedies relating to any and all of the foregoing; and (ix) all 

copies and tangible embodiments of the foregoing. 

(f) “Liability” or “Liabilities” means, with respect to any Person, any liability, 

whether known or unknown; whether asserted or unasserted; whether absolute or contingent; 

whether accrued or unaccrued; whether disputed or undisputed; whether liquidated or 

unliquidated; whether secured or unsecured; whether joint or several; whether due or to become 

due; whether vested or unvested; whether executory, determined, determinable or otherwise; and 

whether or not the same is required to be accrued on the financial statements of such Person. 

(g) “Licensed Assets” means the trademarks of Assignor identified on 

Schedule 3, whether registered or not and all related or confusingly similar trademarks owned or 

used by Assignor. 

(h) “Net Collected Sales” means the actual revenue received by Assignee from 

customers for the sales of Products, excluding, however, (i) any federal, state and local excise, 

sales, use, value-added or other taxes collected directly from customers as part of or as an addition 

to the sales price of the Products; and (ii) any amounts refunded or returned by Assignee to 

customers, whether in connection with discounts, allowances, refunds or otherwise. 

(i) “Order” means any award, decision, injunction, judgment order, ruling, 

subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or 

other governmental body or by any arbitrator. 
 3 

(j) “Person” means (and includes) any individual, corporation (including any 

non-profit corporation), general or limited partnership, limited liability company, joint venture, 

association or trust; any other unincorporated organization or entity; or any governmental body or 

any department or agency thereto. 

(k) “Proceeding” means any action, claim, demand, suit, proceeding, 

arbitration, grievance, citation, summons, subpoena, inquiry or investigation, civil, criminal, 

regulatory or otherwise, in law or in equity. 

(l) “Sale Order” means an Order of the Bankruptcy Court, consistent with the 

terms of Section 6.1, in form and substance acceptable to Assignee in its reasonable discretion, 

among other things, (a) approving (i) this Agreement and the execution, delivery, and performance 

by Assignor of this Agreement and the other instruments and agreements contemplated hereby and 

(ii) the sale and assignment of the Transferred Assets to Assignee free and clear of all 

Encumbrances; (b) determining that Assignee is a good faith purchaser; and (c) providing that (i) 

the Closing will occur in accordance with the terms and conditions hereof; and (ii) Assignee will 

not have any derivative, successor, transferee or vicarious liability for Liabilities of Assignor or 

any Affiliates of Assignor by reason of any theory of law or equity (whether under federal or state 

Law or otherwise) as a result of the transactions contemplated by this Agreement or in any way 

relating to the Product or the Transferred Assets prior to the Closing. 

(m) “Transaction Documents” means this Agreement, the Patent Assignment 

and all other Contracts, instruments and certificates contemplated hereunder to be delivered by 

any Party hereto at or prior to the Closing, including without limitation, each of the schedules and 

exhibits to this Agreement. 

(n) “Transferred Assets” means all of the Intellectual Property of Assignor 

used in or otherwise associated with the Product other than the Licensed Assets, including, but not 

limited to, those assets identified in Schedule 1 attached hereto and incorporated herein by 

reference and all of the following rights throughout the world: (i) the rights to make, use, import, 

offer to sell and sell the Product throughout the world, including all rights to Chinese Patent 

No. CN213086377U (the “Patent”) as further described on Schedule 1 as well as any related 

patents or patent applications and any other patents or patent applications covering the Product or 

its use or manufacture; (ii) all know-how and trade secrets intrinsic or related or appurtenant to the 

Product; (iii) all rights in the copyright works related to the Product, including, but not limited to, 

the packaging and product design identified on Schedule 1 or shown in Schedule 2, whether 

registered or not (the “Copyrights”); (iv) all of the trademarks used in connection with the 

Products, including, but not limited to, those identified on Schedule 1 or shown in 

Schedule 2, other than the Licensed Assets, whether registered or not and the goodwill associated 

therewith and all related or confusingly similar trademarks owned or used by Assignor 

(collectively, the “Trademarks”); and (v) any rights Assignor may have in all tangible materials 

relating to manufacturing the Product, including, but not limited to, all tooling, molds, artwork, 

prototypes and the like. 

(o) “Transitioned Customer” means a Person that, as of the Effective Date, had 

been purchasing Transitioned Products from Assignor who: (i) is contacted by Assignor in 

cooperation with Assignee during the Commission Period and, (ii) following such contact, 
 4 

continues to purchase the Transitioned Products from Assignee during the Commission Period, 

including without limitation, Dollar General, Popshelf, and Menards. 

(p) “Transitioned Products” means the products identified on Schedule 4 

attached hereto. 

1.2 Other Defined Terms. Certain other capitalized terms are defined in this Agreement 

and are used with the meanings so ascribed to them. 

2. PURCHASE AND SALE

2.1 Transferred Assets. Upon the terms set forth in this Agreement, at the Closing, 

Assignor shall and hereby does sell, convey, assign, transfer and deliver to Assignee, and Assignee 

shall and hereby does purchase and acquire from Assignor, all of Assignor’s right, title and interest 

in and to the Transferred Assets free and clear of any Encumbrances. 

2.2 Licensed Assets. Upon the terms set forth in this Agreement, at the Closing, 

Assignor shall and hereby does grant to Assignee, and Assignee shall and hereby does acquire 

from Assignor, an irrevocable, worldwide right and license to use the Licensed Assets for any and 

all purposes in connection with the Product for a period of one (1) year following the Effective 

Date. 

2.3 Assumed Liabilities; Retained Liabilities. The transfer of Transferred Assets 

pursuant to this Agreement shall not include the assumption of any Liability related to such 

Transferred Assets, with all Liabilities of Assignor remaining with Assignor (the “Retained 

Liabilities”). Notwithstanding anything to the contrary herein, the Retained Liabilities shall mean 

all Liabilities of Assignor. 

2.4 Consideration. The sole and aggregate consideration to be paid by Assignee to 

Assignor for the Transferred Assets shall be the Royalty and the Sales Commission, each as 

detailed in Section 3 below. 

3. ROYALTY AND SALES COMMISSION

3.1 Royalty. For a period of three (3) years from the Effective Date of this Agreement 

(the “Royalty Period”), Assignee shall remit to Assignor an amount equal to three percent (3%) of 

the Net Collected Sales for sales of the Product made by Assignee (the “Royalty”). For the 

avoidance of doubt, no Royalty shall be paid for Net Collected Sales received following the 

Royalty Period. 

3.2 Sales Commission. For a period of one (1) year from the Effective Date (the 

“Commission Period”), Assignee shall remit to Assignor a sales commission of three percent 

(3%) of Net Collected Sales for sales of the Transitioned Products to Transitioned Customers (the 

“Sales Commission”) made during the Commission Period. For the avoidance of doubt, the Sales 

Commission shall only apply to Net Collected Sales for those Transitioned Products actually sold 

to Transitioned Customers during the Commission Period and shall be cumulative with the 

Royalty; no Sales Commissions shall be paid for Net Collected Sales received following the 

Commission Period. 
 5 

3.3 Adjustments to Payments. The amount of the payments for the Royalty and Sales 

Commission (collectively, the “Payments”) shall be subject to adjustment by the following 

amounts: 

(a) all Payments shall be subject to any income tax or other withholding 

required by the laws of any applicable jurisdiction; and 

(b) all damages, losses and expenses suffered or incurred by Assignee, 

including reasonable attorneys’ fees and costs of litigation, arising from or relating to any breach 

by Assignor of any warranty, representation or covenant contained in this Agreement or in the 

Patent Assignment made by Assignor. 

3.4 Payment. The Payments shall be paid by Assignee to Assignor on a quarterly basis, 

with Payment sent to Assignor within thirty (30) days following the end of each calendar quarter 

during the Commission Period and Royalty Period. Any Payments that would otherwise have been 

due and payable to Assignor for the Royalty and/or Sales Commission prior to Closing shall be 

paid at Closing on the Closing Date. 

4. CLOSING

4.1 Closing. The closing of this Agreement and the transactions contemplated hereby 

(“Closing”) shall take place by electronic communications and transmission of PDF documents on 

a mutually agreeable date within seven (7) days from entry of the Sale Order by the Bankruptcy 

Court (the “Closing Date”) to be effective for all purposes as of 12:01 a.m., Pacific time, on the 

day immediately following the Closing Date. 

4.2 Closing Deliverables by Assignor. In addition to any other documents to be 

delivered under other provisions of this Agreement, Assignor shall deliver to Assignee at Closing 

the following: 

(a) electronic files related to the Transferred Assets, including, but not limited 

to, graphics files for the Trademarks and Copyrights; 

(b) a patent assignment, dated as of the Closing Date, attached hereto as 

Exhibit A (the “Patent Assignment”), duly executed by Assignor; 

(c) a certified copy of the entered Sale Order; and 

(d) such other bills of sale, deeds, endorsements, assignments and other good 

and sufficient instruments of conveyance and transfer, in form reasonably satisfactory to Assignee, 

as Assignee may reasonably request to vest in Assignee all of Assignor’s right, title and interest of 

Assignor in, to, or under any or all of the Transferred Assets. 

4.3 Closing Deliverables by Assignee. In addition to any documents or other items to 

be delivered under other provisions of this Agreement, Assignee shall deliver to Assignor at 

Closing the following: 
 6 

(a) Any Payments that would otherwise have been due and payable to Assignor 

for the Royalty and/or Sales Commission prior to Closing. 

5. REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties by Assignor. Assignor hereby represents and 

warrants to Assignee as of the Closing Date as follows: 

(a) Organization and Good Standing. Assignor is a limited liability company, 

duly organized, validly existing and in good standing under the laws of the State of Texas, with 

full power and authority to conduct its business as it is now conducted. 

(b) Enforceability; Authority; No Conflict. Upon the execution and delivery of 

this Agreement and each other Transaction Documents executed or delivered by Assignor 

(collectively, the “Assignor’s Closing Documents”), assuming due authorization, execution and 

delivery by each other Party thereto, as applicable, each of Assignor’s Closing Documents 

(assuming due authorization, execution and delivery thereof by Assignee) constitutes the legal, 

valid and binding obligation of Assignor, enforceable against Assignor in accordance with its 

terms, except as enforceability may be limited by applicable equitable principles (whether applied 

in a Proceeding at law or in equity) or by bankruptcy, insolvency, reorganization, moratorium or 

similar laws affecting creditors’ rights generally. Assignor has the right, power and authority to 

execute and deliver Assignor’s Closing Documents and to perform its obligations thereunder. The 

execution and delivery by Assignor of the Assignor’s Closing Documents to which it is a party, 

and the consummation by Assignor of the transactions contemplated hereby and thereby, will not 

constitute (with the giving of notice or the lapse of time or both) a violation of, be in conflict with, 

result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or 

lapse of time or both), or constitute a default under (i) any term or provision of the articles of 

organization or operating agreement of Assignor, as amended; (ii) any Contract or rights of any 

third Person to which Assignor or its Affiliates is subject or by which it is bound; or (iii) any 

applicable law. 

(c) Title of Transferred Assets. Assignor has good and valid title to the 

Transferred Assets and, subject to the terms of this Agreement, the Transferred Assets (together 

with all rights and permissions necessary to use, offer for sale, sell, import, export and otherwise 

exploit (collectively, “Exploitation”) the Transferred Assets) will be transferred to Assignee as of 

the Closing Date free and clear of all Encumbrances. The Transferred Assets and Assignor’s sale 

thereof to Assignee do not, and the subsequent resale and Exploitation of the Transferred Assets 

and the Products covered thereby will not, infringe, violate or misappropriate the patent, 

trademark, copyright, trade secret or other Intellectual Property rights of any Person. Assignor has 

not received any communication or claims from any Person relating to any of the Transferred 

Assets, the Products covered thereby or the Exploitation thereof. 

5.2 Representations and Warranties by Assignee. Assignee hereby represents and 

warrants to Assignor as of the Closing Date as follows: 
 7 

(a) Organization and Good Standing. Assignee is a limited liability company, 

duly organized, validly existing and in good standing under the laws of the State of Indiana, with 

full power and authority to conduct its business as it is now conducted. 

(b) Enforceability; Authority; No Conflict. Upon the execution and delivery of 

this Agreement and each other Transaction Documents executed or delivered by Assignee 

(collectively, the “Assignee’s Closing Documents”), assuming due authorization, execution and 

delivery by each other Party thereto, as applicable, each of Assignee’s Closing Documents 

(assuming due authorization, execution and delivery thereof by Assignor) constitutes the legal, 

valid and binding obligation of Assignee, enforceable against Assignee in accordance with its 

terms, except as enforceability may be limited by applicable equitable principles (whether applied 

in a Proceeding at law or in equity) or by bankruptcy, insolvency, reorganization, moratorium or 

similar laws affecting creditors’ rights generally. Assignee has the right, power and authority to 

execute and deliver Assignee’s Closing Documents and to perform its obligations thereunder. 

6. BANKRUPTCY REQUIREMENTS 

6.1 Sale Order. Assignor will sell the Transferred Assets pursuant to the Sale Order 

and this Agreement, free and clear of all Encumbrances. The Sale Order shall be in form and 

substance acceptable to Assignee in its reasonable discretion. The Sale Order, among other things, 

must: 

(a) authorize Assignor to consummate this Agreement; 

(b) provide that such sale of the Transferred Assets pursuant to this Agreement 

shall, pursuant to sections 105, 363(b) and 363(f) of the Bankruptcy Code, vest Assignee with 

good title to the Transferred Assets free and clear of Encumbrances; 

(c) provide that the sale of the Transferred Assets pursuant to this Agreement 

does not and will not subject Assignee or any Affiliate thereof to any pre-Closing Liability by 

reason of such transfer under the laws of the United States, any State, territory or possession thereof 

or the District of Columbia based, in whole or in part, directly or indirectly, on any theory of law, 

including, without limitation, any theory of successor or transferee Liability; 

(d) include a finding that the Royalty and the Sales Commission to be paid by 

Assignee constitutes reasonably equivalent value and fair consideration under the Bankruptcy 

Code or under the laws of the United States, any State, territory, possession, or the District of 

Columbia; 

(e) include a finding that Assignee is a good-faith purchaser pursuant to section 

363(m) of the Bankruptcy Code; 

(f) provide that the Bankruptcy Court retains jurisdiction to enforce the 

provisions of this Agreement in all respects, including retaining jurisdiction to protect Assignee 

against any Liabilities or otherwise in accordance with the provisions of the Agreement; 

(g) provide that the provisions of the Sale Order are nonseverable and mutually 

dependent; and 
 8 

(h) provide that the approval of the sale of the Transferred Assets shall be 

effective immediately pursuant to Bankruptcy Rules 6004(b) and 6006(d). 

6.2 Cooperation. Subject to the other provisions hereof, Assignor shall use its 

commercially reasonable efforts to perform its obligations hereunder and to take, or cause to be 

taken, and do, or cause to be done, all things necessary, proper or advisable under applicable law 

to obtain the entry of the Sale Order and cause the transactions contemplated herein to be effected 

as soon as practicable, in accordance with the terms hereof. Each Party shall cooperate in a 

commercially reasonable manner with each other Party and its representatives in connection with 

any step required to be taken as a part of its obligations hereunder. 

7. GENERAL PROVISIONS

7.1 Post-Closing Obligations; Turnover. Assignor shall, from time to time after the 

Closing, deliver to Assignee such further deeds, bills of sale and assignment, documents of title 

and other instruments necessary or desirable, in the reasonable opinion of Assignee and its counsel, 

to perfect the transfers of the Transferred Assets to Assignee or enable Assignee to enforce or 

cause Exploitation of the Transferred Assets. Assignor shall take such further actions as may be 

reasonably necessary to cancel, rescind and/or repudiate any and all customer orders arising out of 

or related to the Transferred Assets and to work to transition such customer order to Assignee on 

terms acceptable to Assignee. If, on or after the date hereof, Assignor receives any cash or other 

payments in respect of the Transferred Assets, Assignor shall make best efforts to pay any such 

amounts to Assignee promptly after the receipt thereof. 

7.2 Expenses. Except as otherwise provided in this Agreement, each Party will bear its 

respective fees and expenses incurred in connection with the preparation, negotiation, execution 

and performance of this Agreement and the transactions contemplated herein, including all fees 

and expenses of its professionals and other representatives. Should any Party institute any action 

or Proceeding in court or otherwise to enforce or interpret this Agreement by reason of or with 

respect to an alleged breach of any provision hereof, the substantially prevailing party shall be 

entitled to receive from the non-prevailing party such amount as the court may judge by final order 

to be reasonable attorneys’ and paralegals’ fees for the services rendered to the substantially 

prevailing party in such action or Proceeding, plus the substantially prevailing party’s costs and 

expenses related thereto. 

7.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of 

the Parties and their respective successors and assigns. 

7.4 No Waiver. The waiver by any Party of a breach of any covenant, agreement or 

undertaking contained herein shall be made only by a written waiver in each case, and no such 

waiver shall operate or be construed as a waiver of any prior or subsequent breach of the same 

covenant, agreement or undertaking. Except as otherwise specifically provided herein, the exercise 

of any remedy provided by law or otherwise, and the provisions of this Agreement for any remedy, 

shall not exclude any other remedy. 

7.5 Severability. If any provision of this Agreement shall be held invalid, illegal or 

unenforceable, in whole or in part, the validity, legality and enforceability of the remaining part of 
 9 

such provision, and the validity, legality and enforceability of the other provisions hereof, shall 

not be affected thereby. Any provision of this Agreement that is held invalid, illegal or 

unenforceable in any jurisdiction shall not be deemed invalid, illegal or unenforceable in any other 

jurisdiction. 

7.6 Entire Agreement; Amendment. This Agreement, together with the other 

Transaction Documents and all exhibits and schedules thereto and hereto, constitutes the entire 

agreement between the Parties pertaining to the transactions contemplated hereby and thereby, and 

supersedes all prior agreements, understandings, negotiations and discussions, whether oral or 

written, of the Parties, it being the intention of the Parties that in the event of any subsequent 

litigation, controversy or dispute concerning the terms and provisions of this Agreement, no Party 

shall be permitted to offer to introduce oral or extrinsic evidence concerning the terms and 

conditions hereof that are not included or referred to herein and not reflected in writing. No 

conditions of any kind or nature exist to the legal effectiveness of this Agreement which shall be 

in full force and effect immediately upon execution and delivery by the Parties hereto. Except as 

otherwise provided herein, no supplement to, or modification of, this Agreement shall be binding 

unless executed in writing by each of the Parties. 

7.7 Governing Law; Waiver of Jury Trial. This Agreement shall be construed in 

accordance with and governed by the laws of the State of Delaware. If for any reason any provision 

or provisions hereof are determined to be invalid and contrary to any existing or future law, such 

invalidity shall not impair the operation of or affect those portions of this Agreement which are 

valid. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT 

TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO 

THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY. 

7.8 Assignability. Assignor may not assign its rights or obligations hereunder without 

the consent of Assignee. Assignee may assign all or a portion of its rights and obligations under 

this Agreement (i) to any of its subsidiaries or Affiliates or (ii) to any other Person who also 

acquires Assignee’s rights in and to the Transferred Assets. 

7.9 Notices. All notices, consents, waivers and other communications under this 

Agreement must be in writing and will be deemed to have been duly given when (a) delivered by 

hand (with written confirmation of receipt), (b) sent by email with written confirmation of receipt 

or, (c) when delivered to the addressee, if sent by a nationally recognized overnight courier service 

(receipt requested), in each case to the appropriate addresses and email addresses set forth below, 

or to such other addresses and email addresses as a Party may designate from time to time by 

notice to the other Party: 

Assignee: EVRIHOLDER PRODUCTS, LLC 

975 W. Imperial Highway 

Brea, California 92821 

Attn: Ivan Stein 

Email: IvanS@evriholder.com
 10 

with a copy (which shall not constitute notice) to: 

Vedder Price P.C. 

222 North LaSalle Street 

Chicago, Illinois 60601 

Attn: Michael A. Nemeroff 

 David L. Kane 

Email: mnemeroff@vedderprice.com

dkane@vedderprice.com

Assignor: GRAND FUSION HOUSEWARES, LLC 

5636 Montreaux Drive 

Frisco, Texas 75034 

Attn: Brendan Bauer 

Email: brendan@grandfusionhousewares.com

with a copy (which shall not constitute notice) to: 

Bonds Ellis Eppich Schafer Jones LLP 

420 Throckmorton St., Suite 1000 

Fort Worth, Texas 76102 

Attn: Bryan C. Assink 

Email: bryan.assink@bondsellis.com

7.10 Counterparts; Effective Date; PDF Copies. This Agreement may be executed in any 

number of counterparts, each of which shall be deemed to be an original, but all of which shall be 

deemed to be a single instrument, and shall be effective as of the date when one or more 

counterparts have been signed by each of the Parties and delivered to the other Parties. This 

Agreement may be executed and delivered by .pdf, .tif, .gif, .jpeg or similar attachment to 

electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 

2000, e.g., DocuSign or Dropbox Sign), each of which shall be deemed an original and shall be 

treated in all manner and respect as an original executed counterpart and shall be considered to 

have the same binding legal effect as if it were the original signed version thereof delivered in 

Person. 

7.11 No Third-Party Beneficiaries. Except as stated herein, this Agreement shall not 

confer any rights or remedies upon any Person other than Assignee, Assignor and their respective 

successors and permitted assigns. 

7.12 Interpretation; Construction; Headings. The Parties acknowledge and agree that 

(a) each Party and its counsel reviewed and negotiated the terms and provisions of this Agreement 

and the other Transaction Documents and have contributed to their revision and (b) the rule of 

construction to the effect that any ambiguities are resolved against the drafting Party shall not be 

employed in the interpretation of this Agreement and the other Transaction Documents. The words 

“include,” “includes,” “included,” “including” and “such as” do not limit the preceding words or 

terms and shall be deemed to be followed by the words “without limitation.” All pronouns and any 

variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may 
 11 

require. All terms defined in this Agreement in their singular or plural forms have correlative 

meanings when used herein in their plural or singular forms, respectively. All references to 

“Section” or “Sections” refer to the corresponding Section or Sections of this Agreement. The 

article and section headings contained in this Agreement are solely for the purpose of reference, 

are not part of the agreement of the Parties and shall not in any way affect the meaning or 

interpretation of this Agreement. 

[Signature page follows] 

 

SCHEDULE 1 

TRANSFERRED ASSETS 

Patents: 

 Chinese Patent No. CN213086377U, issued April 30, 2021 and titled (translated) 

CLEANING BALL FOR CLEANING CLOTHES FIBER OR HAIR 

Trademarks: 

 Pet Hair Remover Dryer Balls 

Copyrights: 

 All works of authorship created and used in connection with the manufacture and sale of 

the Product, including all images, art, drawings, photos, CAD renderings, models, 

descriptions, writings, packaging designs, and other copyrightable aspects of the Product, 

including those shown in Schedule 2 
 

SCHEDULE 2 

EXEMPLARY DESCRIPTION OF THE PRODUCT 

Product Name: Pet Hair Remover Dryer Balls 

 
 

SCHEDULE 3 

LICENSED ASSETS 

Trademarks: 

 GRAND FUSION 




 

SCHEDULE 4 

TRANSITIONED PRODUCTS 

Product Number Product Description 

4527WCL0112 Pet Hair Rmvr Wsher Balls 

GF01OS0106 GF Wool Dryer Balls 3PK 

GF01OS0672 GF Wool Dryer Balls 3PK 

GF01OS1272 GF Wool Dryer Ball 3 pk 

GF02OS0106 GF Pet Hair Dryer Balls 3PK 

GF02OS0672 GF Pet Hair Dryer Balls 3PK 

GF03OS1272 GF Frapp-Wrap Aqua 

GF04OS0636 GF Fruit Frsh Crisper Drawer L 

GF05OS0648 GF Corner Sink Drying Rack 

GF08OS0672 GF Roll Up Sink Drying Rack 

GF10OS1296 GF Natural Dish Scrubber 1pk 

GF11OS1272 GF Kitchen Gloves 1PK Pink 

GF13OS0372 GF Pet Hair Rmovr Dryer Ball 2 

GF17OS1272 GF Frapp Wrap Pink Medium 

GF18OS1296 GF Hvy Duty Natural Dish Scrub 

GF19OS1248 GF Folding Bamboo Sponge 2 PK 

GF20ICM1272 GF Rnd LED Pet Collar Pndnt Bl 

GF22OS0672 GF Air Purifying Bag 200G 

GF23OS0672 GF Self Cleaning Lint Brush 
 

EXHIBIT A 

PATENT ASSIGNMENT 

See attached. 
 

转 让 证 书 

转让人, 兹将其在中国提交的第202021764593.6号专利申请, 在中华人民共和国的全

部利益转让给 美国艾瑞郝德制品有限公司 。

受让人(签名者),兹接受转让人的转让,并无限制地接受由此而产生的一切权利和义务。

转让人(法人代表) 受让人(法人代表) 

 美国艾瑞郝德制品有限公司 

地址:美国加州帕垂治湾尔12号 地址:美国 

 *The above blanks are to be filled out in Chinese by the Chinese patent agent* 

ASSIGNMENT 

We, the Assignor, Grand Fusion Housewares, LLC hereby assign our share of right in Chinese 

patent application No. 202021764593.6 to Evriholder Products, LLC (Address: 975 W. Imperial Highway, 

Brea, California 92821, USA). 

We, the assignee, hereby accept the assignment from the assignor undersigned, without any 

restrictions and with all rights and obligations derived therefrom. 

By Assignor (signature) 

 Date 

Grand Fusion Housewares, LLC

By Assignee (signature) 

 Date 

Evriholder Products, LLC