Intellectual Property Assignment Agreement



 Exhibit 10.16 

Execution Copy 

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT 

This Intellectual Property Assignment Agreement (“Agreement”) is entered into as of September 20, 2016 (the
“Effective Date”), by and among CLSIP Holdings LLC, a limited liability company organized and existing under the laws of Delaware, having an address at 2400 West Central Road, Hoffman Estates, IL 60192 (“Holdings”),
and CLSIP LLC, a limited liability company organized and existing under the laws of Delaware, having an address at 2400 West Central Road, Hoffman Estates, IL 60192 (“CLSIP”). Holdings and CLSIP are collectively referred to
throughout this Agreement as the “Parties.” 
 A. Holdings is a wholly-owned subsidiary of CBI Distributing Corp.
(“CBI”), and acquired all right, title and interest in and to the IP Assets (as defined below) from CBI pursuant to the Intellectual Property Assignment Agreement, dated September 20, 2016, between CBI and Holdings (the
“CBI Assignment”), a copy of which is attached as Exhibit A. 
 B. Holdings owns 100% of the equity of CLSIP and
desires to assign all of its rights in and to the IP Assets to CLSIP, as well as its rights and obligations under the CBI Assignment, as a contribution to the capital of CLSIP. 

C. CLSIP desires to acquire all rights in and to the IP Assets from Holdings and to assume all of Holdings rights and obligations under the
CBI Assignment. 
 NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained in this Agreement, and for good and
valuable consideration, the receipt and adequacy of which is acknowledged, the Parties agree as follows: 
 1. Definitions. In this Agreement the
following capitalized terms shall have the meanings specified in this Section 1. 
 1.1 “Claire’s Parties”
shall mean Claire’s Stores, CBI, BMS Distributing Corp., Claire’s Boutiques, Inc., Claire’s Puerto Rico Corp., Claire’s Stores Canada Corp., and CSI Canada LLC, and their successors, assigns or designees. 

1.2 “Domain Name” shall mean the Internet domain names listed on Exhibit B assigned by CBI to Holdings pursuant to the
CBI Assignment. 
 1.3 “Holdings US Claire’s Marks” shall mean the undivided 17.5% ownership interest in and to the US
CLAIRE’S marks assigned by CBI to Holdings pursuant to the CBI Assignment. 
 1.4 “Intellectual Property Agreement”
shall mean the Intellectual Property Agreement, dated as of the date hereof, between the CLSIP, CBI and the Other Claire’s Parties (as defined therein). 

1.5 “Intellectual Property Rights” shall mean any patent, trademark, service mark, tagline, trade dress, copyright, design,
trade name, business name, domain name, any registration or application for registration for any of the foregoing, any related rights and any associated goodwill, database right, rights in inventions, know-how, trade secret, rights in confidential
information, rights of publicity, moral rights, or any similar or equivalent rights in any part of the world, including the right to enforce and recover damages for the infringement or misappropriation of any of the foregoing, and all copies and
tangible embodiments of the foregoing. 

  
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 1.6 “IP Assets” shall mean the Holdings US Claire’s Marks, US Icing Marks,
Domain Names, and Mobile Application Agreement that in each case CLSIP shall own after the execution of this Agreement by both Parties. 

1.7 “Mobile Application Agreement” shall mean the Customer Agreement between CBI and PredictSpring, Inc., dated April 6,
2015, attached as Exhibit C, pursuant to which PredictSpring, Inc. licenses to CBI the mobile application marketed under the CLAIRE’S Marks and used in connection with the Business as defined in the CBI Assignment, assigned by CBI to
Holdings pursuant to the CBI Assignment. 
 1.8 “US Claire’s Marks” shall mean the US CLAIRE’S marks covered by
the United States federal registrations listed on Exhibit B, any existing variation of these marks as used in the United States, all common law rights in the United States to same, and the associated goodwill of the business symbolized by
such marks, and any new variations of these marks that may be later adopted by Holdings or the Claire’s Parties and used or registered in the United States. 

1.9 “US Icing Marks” shall mean the ICING marks covered by the United States federal registrations listed on Exhibit B,
any existing variation of these marks as used in the United States and all common law rights in the United States to same, and the associated goodwill of the business symbolized by such marks, and any new variations of these marks that may be later
adopted by the Parties or the Claire’s Parties and used or registered in the United States during the Term, assigned by CBI to Holdings pursuant to the CBI Assignment. 

2. Assignment and Assumption. 
 2.1
Holdings sells, transfers, conveys and assigns to CLSIP, free and clear of all claims, liens, and encumbrances, any and all of Holdings’ right, title, and interest in and to the IP Assets acquired by Holdings from CBI pursuant to the CBI
Assignment, including without limitation all associated goodwill, and all rights and claims (whether known or unknown, contingent or accrued) against third parties resulting from, arising out of, or otherwise with respect to any of the IP Assets.
Holdings shall assign, transfer and convey to CLSIP any rights in any of the IP Assets that it may obtain or that may vest in Holdings after the Effective Date, and Holdings shall execute any documents reasonably requested by CLSIP to accomplish,
confirm or record such assignment, transfer and conveyance. 
 2.2 CLSIP hereby accepts the assignment of the Mobile Application Agreement
pursuant to Section 2.1, and assumes all of Holdings’ duties and obligations under the Mobile Application Agreement, and CLSIP shall pay, perform and discharge, as and when due, all of the obligations of Holdings under the Mobile
Application Agreement accruing on and after the Effective Date. 
 2.3 CLSIP acknowledges that it is acquiring all of Holdings’ right,
title, and interest in and to the IP Assets acquired by Holdings from CBI pursuant to the CBI Assignment, and that CLSIP is taking ownership of such IP Assets pursuant to the terms and conditions of the CBI Assignment, including the acknowledgments
and undertakings made by Holdings in Article II (Assignment and Assumption) and Article III (Additional Undertakings) of the CBI Assignment, all of which shall be binding upon CLSIP as if it were Holdings and are incorporated by reference into the
Agreement. 
 2.4 Holdings acknowledges that CLSIP is an intended third-party beneficiary of the representations and warranties contained in
Section 4.1 of the CBI Assignment. 
 2.5 For the sake of clarity, no right, title, and interest in and to any other Intellectual
Property Rights, including without limitation the Retained IP as defined in the CBI Assignment, is being sold, transferred, conveyed or assigned to CLSIP pursuant to this Agreement. The Parties acknowledge that all right, title and interest in and
to the Retained IP is exclusively owned by CBI. 

  
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 3. Additional Undertakings. 

3.1 US Claire’s Marks. 

3.1.1 Each Party acknowledges that the US Claire’s Marks are owned jointly by CLSIP and CBI (the “Joint Owners”), with
CLSIP owning an undivided 17.5% ownership interest in and to the US Claire’s Marks, and CBI owning an undivided 82.5% ownership interest in and to the US Claire’s Marks. Neither Joint Owner shall challenge, nor assist any third party to
challenge, (i) the other Joint Owner’s ownership interest in the jointly owned US Claire’s Marks, (ii) the validity of the jointly owned US Claire’s Marks, or (iii) the jointly owned United States federal registrations
or applications for federal registration for the US Claire’s Marks, whether in existence as of the Effective Date or thereafter. Further, each Joint Owner, as joint owners of the US Claire’s Marks, shall work in good faith and cooperate to
take commercially reasonable measures with respect to such joint ownership. The Joint Owners shall, contemporaneously with the execution of this Agreement, execute the Intellectual Property Agreement, which sets forth each Joint Owner’s rights
to use, license, register, defend and enforce the US Claire’s Marks during the term of such agreement. The Joint Owners acknowledge that the Intellectual Property Agreement was negotiated in good faith and is consistent with the undertaking in
this Section. 
 3.2 Ancillary Agreements. 

3.2.1 Holdings shall, contemporaneously with the execution of this Agreement, execute the Confirmatory Claire’s Trademark Assignment
Agreement that is attached as Exhibit D and shall arrange for the executed document to be recorded with the United States Patent and Trademark Office in an effort to have record title for the United States federal registrations for the US
Claire’s Marks listed on Exhibit B updated to reflect the joint ownership of the US Claire’s Marks by CLSIP and CBI. 

3.2.2 Holdings shall, contemporaneously with the execution of this Agreement, execute the Confirmatory Icing Trademark Assignment Agreement
that is attached as Exhibit E and shall arrange for the executed document to be recorded with the United States Patent and Trademark Office in an effort to have record title for the United States federal registrations for the US Icing Marks
listed on Exhibit B updated to reflect CLSIP’s ownership. 
 3.2.3 Holdings shall, contemporaneously with the execution of this
Agreement, execute the Confirmatory Domain Name Assignment Agreement that is attached as Exhibit F, and shall perform any additional actions reasonably requested by CLSIP to effect the transfer of the Domain Names to CLSIP, including without
limitation arranging for the Domain Names to be unlocked by the applicable registrar (or registrars) in preparation for their transfer to CLSIP, and providing CLSIP with the authorization codes that CLSIP may need to initiate the transfer of the
Domain Names to CLSIP. 
 3.3 Further Assurances. Each Party shall promptly execute, acknowledge and deliver, at the reasonable
request of the other Party, such additional documents, instruments, conveyances and assurances and take such further actions as such other Party may reasonably request to carry out the provisions of this Agreement and to give effect to the
transactions contemplated by this Agreement. 

  
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 4. Representations and Warranties. 

4.1 Holdings represents and warrants to CLSIP that (a) immediately prior to the execution of this Agreement, Holdings was the exclusive
owner of all right, title, and interest in and to the IP Assets, and Holding’s exclusive rights in and to the IP Assets were not subject to any dispute or challenge initiated by another person; (b) the assignment of the IP Assets from
Holdings as an equity contribution for reasonably equivalent value, and is made for fair consideration and in good faith; (c) this Agreement, including without limitation the assignment of the IP Assets to CLSIP, is valid and enforceable in
accordance with its terms, including under federal trademark law and other applicable law, and Holdings shall not challenge the validity or enforceability of this Agreement; (d) the provisions of this Agreement, including without limitation the
assignment of the IP Assets to CLSIP, are not and were not intended to hinder, delay, or defraud any creditor; and (e) CLSIP will take the assignment of the IP Assets for fair value and in good faith. 

4.2 CLSIP represents and warrants to Holdings that (a) CLSIP will not contest that this Agreement, including without limitation the
covenants and undertakings in this Agreement, is valid and enforceable in accordance with its terms, including under federal trademark law and other applicable law; and (b) the provisions of this Agreement, including without limitation the
assignment of the IP Assets to CLSIP, are not and were not intended to hinder, delay, or defraud any creditor. 
 4.3 Each party represents
and warrants to the other party that: (a) it is duly authorized and licensed to do business and carry out its obligations under this Agreement; (b) it has full power and authority to enter into this Agreement and the execution, delivery
and performance of this Agreement has been authorized by all necessary corporate action; and (c) it has obtained all third party consents required to enter into this Agreement and neither the execution, delivery or performance of this Agreement
will conflict with or constitute a breach of its certificate of incorporation, charter or by-laws. 
 5. Disclaimer of Warranties. Except as set forth
in Section 4, Holdings assigns the IP Assets to CLSIP “as is,” and Holdings makes no warranties of any kind, express or implied, in relation to the IP Assets assigned pursuant to this Agreement. Without limiting the foregoing,
Holdings expressly disclaims any and all implied warranties of merchantability, fitness for a particular purpose, and non- infringement. 
 6.
Notices. All notices given pursuant to this Agreement shall be in writing and (a) delivered personally; (b) delivered or mailed by registered or certified mail, postage prepaid; or (c) sent by a nationally recognized overnight
delivery or courier service, with delivery charges prepaid, and proof of delivery or receipt requested, as follows: 
 To Holdings: 

CLSIP Holdings LLC 
 2400 West
Central Road 
 Hoffman Estates, IL 60192 

Attn: Stephen Sernett 
 E-mail:
Stephen.Sernett@claires.com 
 To CLSIP: 

CLSIP LLC 
 2400 West Central Road

 Hoffman Estates, IL 60192 

Attn: Stephen Sernett 
 E-mail:
Stephen.Sernett@claires.com 

  
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 All notices as required here shall be effective upon the earlier of (a) delivery; (b) three days after
the mailing; or (c) the next business day if sent by overnight courier. 
 7. Choice of Law; Choice of Forum. This Agreement, and any dispute
arising from this Agreement or the subject matter of this Agreement, shall be governed by the laws of the State of New York, without regard to its conflicts of law principles, and the federal and state courts in the State of New York shall be the
sole jurisdiction for resolving all disputes relating to this Agreement. The Parties submit to the jurisdiction of such courts over such a dispute and waive any objection to the propriety or convenience of venue in such courts. 

8. No Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement, and in the event an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this
Agreement. 
 9. Amendment. This Agreement may only be amended, supplemented or modified, and any of the terms, covenants, representations, warranties
or conditions may only be waived, by a written amendment executed by both Parties, or in the case of a waiver, by the Party waiving compliance. Notwithstanding the immediately preceding sentence, this Agreement may not be amended, supplemented or
modified, and none of the terms, covenants, representations, warranties or conditions may be waived until after the discharge of all obligations under the CLSIP Credit Agreement of even date herewith, absent the prior written consent of the
collateral agent under the CLSIP Credit Agreement. No waiver by either Party of any breach of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision of this Agreement. 

10. Severability. If any provision of this Agreement or the application of any such provision to any person, entity or circumstance is held invalid,
illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or the application of such provision to any other persons, entities
or circumstances and, to the extent permissible under applicable law, any such invalid, illegal or unenforceable provision shall be deemed amended lawfully to conform with the intent of the Parties. 

11. Integration. This Agreement, including the CBI Assignment attached as Exhibit A, Confirmatory Claire’s Trademark Assignment Agreement
attached as Exhibit D, Confirmatory Icing Trademark Assignment Agreement attached as Exhibit E, and Confirmatory Domain Name Assignment Agreement attached as Exhibit F, constitutes the entire agreement between the Parties with
respect to its subject matter, and supersedes all prior and/or contemporaneous oral or written negotiations, offers, representations, warranties, and agreements with respect to this subject matter. 

12. Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be deemed to be an
original and all of which counterparts taken together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts taken together shall have been shown to have been executed by each Party and
delivered to the other. 
 [Signature Page Follows] 

  
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 IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date.

  

									
	 CLSIP Holdings LLC
  
	 		 	CLSIP LLC
		 	 /s/ Stephen Sernett
	 		 		  	 /s/ Stephen Sernett

	Name:	 	Stephen Sernett	 		 	Name:	  	Stephen Sernett
	Title:	 	 Vice President, Secretary
 and General
Counsel
	 		 	Title:	  	 Vice President, Secretary
 and General
Counsel

					
	Date:	 	September 20, 2016	 		 	Date:	  	September 20, 2016

 ACKNOWLEDGED AND AGREED by CBI Distributing Corp. solely as to the undertaking in Section 3.1: 

 

			
	 CBI Distributing Corp.
  

		 	 /s/ Stephen Sernett

	Name:	 	Stephen Sernett
	Title:	 	 Vice President and
 Associate General
Counsel

		
	Date:	 	September 20, 2016


  
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 Exhibit A 

CBI Assignment 
 [Attached] 

  
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 Execution Copy 

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT 

This Intellectual Property Assignment Agreement (“Agreement”) is entered into as of September 20, 2016 (the
“Effective Date”), by and among CBI Distributing Corp., a corporation organized and existing under the laws of Delaware, having an address at 2400 West Central Road, Hoffman Estates, IL 60192 (“CBI”), Claire’s
Stores, Inc., a Florida Corporation, having an address at 2400 West Central Road, Hoffman Estates, IL 60192 (“Claire’s Stores”) (solely with respect to Sections 4.1 and 5), and CLSIP Holdings LLC, a limited liability company
organized and existing under the laws of Delaware, having an address at 2400 West Central Road, Hoffman Estates, IL 60192 (“Holdings”). CBI and Holdings are collectively referred to throughout this Agreement as the
“Parties.” 
 A. CBI is the owner of all right, title, and interest in and to the IP Assets (as defined below) as well as 100% of
the equity of Holdings. 
 B. CBI is a wholly-owned subsidiary of Claire’s Stores. 

C. Holdings desires to acquire all rights in and to the IP Assets and CBI desires to assign such rights to Holdings as a contribution to the
capital of Holdings. 
 D. CLSIP LLC desires to acquire all rights in and to the IP Assets and Holdings desires to assign such rights to
CLSIP LLC as a contribution to the capital of CLSIP LLC contemporaneously herewith, pursuant to a separate Intellectual Property Assignment Agreement entered into by and between Holdings and CLSIP LLC (the “CLSIP Agreement”). 

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained in this Agreement, and for good and valuable
consideration, the receipt and adequacy of which is acknowledged, the Parties agree as follows: 
 1. Definitions. In this Agreement the following
capitalized terms shall have the meanings specified in this Section 1. 
 1.1 “Business” shall mean the
specialty retail business operated under the CLAIRE’S and ICING trademarks for young women, teenagers, “tweens” and children, as such is operated today and may be operated in the future. 

1.2 “Business IP” shall mean all Intellectual Property Rights other than the Claire’s Marks, Icing Marks, Domain Names
and Mobile Application Agreement that are used or held for use by the CBI Parties in connection with the operation of the Business. 
 1.3
“CBI Claire’s Marks” shall mean an undivided 82.5% retained ownership interest in and to the US Claire’s Marks and all (i.e., 100%) right, title and interest in and to the Non-US Claire’s Marks. 

1.4 “CBI Parties” shall mean CBI and its affiliates, and their successors, assigns or designees; in each case, specifically
excluding Holdings and CLSIP LLC. 
 1.5 “Claire’s Marks” shall mean the US Claire’s Marks and the Non-US
Claire’s Marks. 
 1.6 “Claire’s Parties” shall mean Claire’s Stores, CBI, BMS Distributing Corp.,
Claire’s Boutiques, Inc., Claire’s Puerto Rico Corp., Claire’s Stores Canada Corp., and CSI Canada LLC, and their successors, assigns or designees. 







 1.7 “Domain Name” shall mean the Internet domain names listed on Exhibit
A. 
 1.8 “Icing Marks” shall mean the US Icing Marks and the Non-US Icing Marks. 

1.9 “Intellectual Property Rights” shall mean any patent, trademark, service mark, tagline, trade dress, copyright, design,
trade name, business name, domain name, any registration or application for registration for any of the foregoing, any related rights and any associated goodwill, database right, rights in inventions, know-how, trade secret, rights in confidential
information, rights of publicity, moral rights, or any similar or equivalent rights in any part of the world, including the right to enforce and recover damages for the infringement or misappropriation of any of the foregoing, and all copies and
tangible embodiments of the foregoing. 
 1.10 “IP Assets” shall mean the Holdings US Claire’s Marks (as defined in
Section 2.1 below), US Icing Marks, Domain Names, and Mobile Application Agreement that in each case Holdings shall own after the execution of this Agreement by both Parties. 

1.11 “Mobile Application Agreement” shall mean the Customer Agreement between CBI and PredictSpring, Inc., dated April 6,
2015, attached as Exhibit B, pursuant to which PredictSpring, Inc. licenses to CBI the mobile application marketed under the CLAIRE’S Marks and used in connection with the Business. 

1.12 “Non-US Claire’s Marks” shall mean all marks covered by the registrations and applications for registration for the
CLAIRE’S trademark or any variation of the CLAIRE’S trademark (including, but not limited, to any marks that include the word CLAIRE’S with other words), and all common law rights in the same and the associated goodwill, anywhere in
the world outside of the United States, including any new variations of these marks that may be later adopted by the CBI Parties and used or registered outside of the United States, it being understood that the foregoing may relate to the same
trademarks that are the subject of the federal registrations or applications for federal registration listed on Exhibit A and that are considered US Claire’s Marks. 

1.13 “Non-US Icing Marks” shall mean all marks covered by the registrations and applications for registration for the ICING
trademark or any variation of the ICING trademark, including any common law rights in the same and the associated goodwill, anywhere in the world outside of the United States, including any new variations of these marks that may be later adopted by
the CBI Parties and used or registered outside of the United States, it being understood that the foregoing may relate to the same trademarks that are the subject of the federal registrations listed on Exhibit A and that are considered US
Icing Marks. 
 1.14 “Retained IP” shall mean the CBI Claire’s Marks, the Non-US Icing Marks, and the Business IP. 

1.15 “US Claire’s Marks” shall mean the CLAIRE’S marks covered by the United States federal registrations listed on
Exhibit A, any existing variation of these marks as used in the United States, all common law rights in the United States to same, and the associated goodwill, and any new variations of these marks that may be later adopted by the
Claire’s Parties and used or registered in the United States. 
 1.16 “US Icing Marks” shall mean the ICING marks
covered by the United States federal registrations listed on Exhibit A, any existing variation of these marks as used in the United States and all common law rights in the United States to same, and the associated goodwill, and any new
variations of these marks that may be later adopted by the Parties or any other Claire’s Party and used or registered in the United States during the Term; provided, however, that none of the foregoing includes the US Claire’s Marks or the
Non-US Icing Marks. 

  
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 2. Assignment and Assumption. 

2.1 CBI sells, transfers, conveys and assigns to Holdings, free and clear of all claims, liens, and encumbrances, an undivided 17.5% ownership
interest in and to the US Claire’s Marks (the “Holdings US Claire’s Marks”), including without limitation a corresponding, proportional and joint interest in: (i) the goodwill associated with the business symbolized
by the US Claire’s Marks and (ii) any rights and claims (whether known or unknown, contingent or accrued) against third parties resulting from, arising out of, or otherwise with respect to any of the US Claire’s Marks. 

2.2 CBI sells, transfers, conveys and assigns to Holdings, free and clear of all claims, liens, and encumbrances, any and all of CBI’s
right, title, and interest in and to the US Icing Marks, including without limitation all goodwill associated with the business symbolized by the US Icing Marks and all rights and claims (whether known or unknown, contingent or accrued) against
third parties resulting from, arising out of, or otherwise with respect to any of the US Icing Marks. 
 2.3 CBI sells, transfers, conveys
and assigns to Holdings, free and clear of all claims, liens, and encumbrances, any and all of CBI’s right, title, and interest in and to the Domain Names, and all rights and claims (whether known or unknown, contingent or accrued) against
third parties resulting from, arising out of, or otherwise with respect to any of the Domain Names. 
 2.4 CBI sells, transfers, conveys and
assigns to Holdings, free and clear of all claims, liens, and encumbrances, any and all of CBI’s right, title and interest in and to the Mobile Application Agreement, and Holdings hereby accepts such assignment and assumes all of CBI’s
duties and obligations under the Mobile Application Agreement, and Holdings shall pay, perform and discharge, as and when due, all of the obligations of CBI under the Mobile Application Agreement accruing on and after the Effective Date. 

2.5 For the sake of clarity, no right, title, and interest in and to the Retained IP is being sold, transferred, conveyed or assigned to
Holdings pursuant to this Agreement. As between the Parties, all right, title and interest in and to the Retained IP shall be exclusively owned by the CBI. 

3. Additional Undertakings. 
 3.1 US
Claire’s Marks. 
 3.1.1 CBI shall not challenge, or assist any third party to challenge, Holdings’ ownership of the Holdings
US Claire’s Marks assigned pursuant to this Agreement. 
 3.1.2 Each Party acknowledges that the US Claire’s Marks are owned
jointly by the Parties, with Holdings owning an undivided 17.5% ownership interest in and to the US Claire’s Marks, and CBI owning an undivided 82.5% ownership interest in and to the US Claire’s Marks. Neither Party shall challenge, nor
assist any third party to challenge, (i) the other Party’s ownership interest in the jointly owned US Claire’s Marks, (ii) the validity of the jointly owned US Claire’s Marks, or (iii) the jointly owned United States
federal registrations or applications for federal registration for the US Claire’s Marks, whether in existence as of the Effective Date or thereafter. Further, each Party, as joint owners of the US Claire’s Marks, shall work in good faith
and cooperate to take commercially reasonable measures with respect to such joint ownership. 

  
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 3.2 US Icing Marks. 

3.2.1 CBI shall not challenge, or assist any third party to challenge, Holdings’ exclusive ownership of the US Icing Marks, the validity
of US Icing Marks, or the United States federal registrations or applications for federal registration for the US Icing Marks, whether in existence as of the Effective Date or thereafter. 

3.2.2 CBI shall assign, transfer and convey to Holdings any rights in the US Icing Marks that it may obtain or that may vest in CBI after the
Effective Date, and CBI shall execute any documents reasonably requested by Holdings to accomplish, confirm or record such assignment, transfer and conveyance. 

3.2.3 CBI shall not directly or indirectly seek to register the US Icing Marks or any mark or other designation confusingly similar to the US
Icing Marks in the United States, or use the US Icing Marks or any mark or other designation confusingly similar to the US Icing Marks in the United States in any manner, except with Holdings’ approval. For the sake of clarity, the CBI Parties
may freely seek additional registrations for the Non-US Icing Marks outside of the United States and may use the Non-US Icing Marks outside of the United States in their sole discretion. 

3.2.4 Notwithstanding Holdings’ right, title and interest in and to the US Icing Marks, Holdings shall not directly or indirectly seek to
use or register the Icing Marks or any designation confusingly similar to the Icing Marks outside the United States without CBI’s prior written consent. 

3.3 Domain Names. 
 3.3.1
CBI shall not challenge, or assist any third party to challenge, Holdings’ exclusive ownership of the Domain Names, or the validity of the registrations for the Domain Names assigned pursuant to this Agreement. 

3.4 Mobile Application Agreement. 

3.4.1 CBI shall not challenge, or assist any third party to challenge, Holdings’ rights as CBI’s assignee under the Mobile
Application Agreement. 
 3.4.2 Holdings shall assume all of CBI’s duties and obligations under the Mobile Application Agreement, and
unless otherwise agreed to by the Parties in writing, Holdings shall pay, perform and discharge, as and when due, all of the obligations of CBI under the Mobile Application Agreement accruing on and after the Effective Date. 

3.5 Retained IP. 
 3.5.1
Holdings shall not challenge, or assist any third party to challenge, the CBI Parties’ exclusive ownership of or right to use the Retained IP, any common law or similar rights in and to the Retained IP, or the validity of any registrations or
applications for registration for the Retained IP. As between the Parties, all right, title and interest in and to the Business IP belongs to CBI, and any use Holdings makes of the Business IP will not confer any ownership rights upon Holdings. Any
goodwill generated by Holdings’ use of the Business IP shall inure to the sole benefit of CBI. Holdings shall assign, transfer and convey to CBI (or another CBI Party at CBI’s direction) any rights in the Business IP that Holdings may
obtain or that may vest in Holdings, and Holdings shall execute any documents reasonably requested by CBI to accomplish, confirm or record such assignment, transfer and conveyance. 

  
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 3.5.2 All right, title and interest in and to the Non-US Claire’s Marks belongs to the CBI
Parties, and any use the CBI Parties make of the Non-US Claire’s Marks outside of the United States will not confer any ownership rights upon Holdings. Any goodwill generated by a CBI Party’s use of the Non-US Claire’s Marks shall
inure to the sole benefit of such CBI Party. For the sake of clarity, and notwithstanding Holdings’ right, title and interest in and to the Holdings US Claire’s Marks, (a) Holdings acknowledges that it does not own any right, title or
interest in and to the Non-US Claire’s Marks, which right, title and interest are wholly owned by the CBI Parties; (b) Holdings shall assign, transfer and convey to CBI (or another CBI Party at CBI’s direction) any rights in the
Non-US Claire’s Marks which may be obtained by or may vest in Holdings; and (c) Holdings shall execute any documents reasonably requested by CBI to accomplish, confirm or record such assignment, transfer and conveyance. 

3.5.3 All right, title and interest in and to the Non-US Icing Marks belongs to the CBI Parties, and any use the CBI Parties make of the Non-US
Icing Marks outside of the United States will not confer any ownership rights upon Holdings. Any goodwill generated by a CBI Party’s use of the Non-US Icing Marks shall inure to the sole benefit of such CBI Party. For the sake of clarity, and
notwithstanding Holdings’ right, title and interest in and to the US Icing Marks, (a) Holdings acknowledges that it does not own any right, title or interest in and to the Non-US Icing Marks, which right, title and interest are wholly
owned by the CBI Parties; (b) Holdings shall assign, transfer and convey to CBI (or another CBI Party at CBI’s direction) any rights in the Non-US Icing Marks which may be obtained by or may vest in Holdings; and (c) Holdings shall
execute any documents reasonably requested by CBI to accomplish, confirm or record such assignment, transfer and conveyance. 
 3.6
Ancillary Agreements. 
 3.6.1 CBI shall, contemporaneously with the execution of this Agreement, execute the Confirmatory
Claire’s Trademark Assignment Agreement that is attached as Exhibit C and record the executed document with the United States Patent and Trademark Office in an effort to have record title for the United States federal registrations for
the US Claire’s Marks listed on Exhibit A updated to reflect the joint ownership of the Parties. 
 3.6.2 CBI shall,
contemporaneously with the execution of this Agreement, execute the Confirmatory Icing Trademark Assignment Agreement that is attached as Exhibit D and record the executed document with the United States Patent and Trademark Office in an
effort to have record title for the United States federal registrations for the US Icing Marks listed on Exhibit A updated to reflect Holdings’ ownership. 

3.6.3 CBI shall, contemporaneously with the execution of this Agreement, execute the Confirmatory Domain Name Assignment Agreement that is
attached as Exhibit E, and shall perform any additional actions reasonably requested by Holdings to effect the transfer of the Domain Names to Holdings, including without limitation arranging for the Domain Names to be unlocked by CBI’s
registrar (or registrars) in preparation for their transfer to Holdings, and providing Holdings with the authorization codes that Holdings may need to initiate the transfer of the Domain Names to Holdings. 

3.7 Further Assurances. 

3.7.1 Each Party shall promptly execute, acknowledge and deliver, at the reasonable request of the other Party, such additional documents,
instruments, conveyances and assurances and take such further actions as such other Party may reasonably request to carry out the provisions of this Agreement and to give effect to the transactions contemplated by this Agreement. 

  
 5 








 4. Representations and Warranties. 

4.1 Claire’s Stores and CBI, jointly and severally, represent and warrant to Holdings and to CLSIP LLC, which is an intended third-party
beneficiary of this provision, that (a) immediately prior to the execution of this Agreement, CBI was the exclusive owner of all right, title, and interest in and to the IP Assets, and CBI’s exclusive rights in and to the IP Assets were
not subject to any dispute or challenge initiated by another person; (b) each of the assignment of the IP Assets from CBI to Holdings as an equity contribution, and the subsequent assignment of the IP Assets from Holdings to CLSIP LLC as an
equity contribution pursuant to the CLSIP Agreement, is for reasonably equivalent value, and is made for fair consideration and in good faith; (c) each of this Agreement and the CLSIP Agreement, including without limitation the assignment of
the IP Assets to Holdings and the subsequent assignment of the IP Assets from Holdings to CLSIP LLC, is valid and enforceable in accordance with its terms, including under federal trademark law and other applicable law, and neither Claire’s
Stores nor CBI shall challenge the validity or enforceability of this Agreement or the CLSIP Agreement; (d) the provisions of this Agreement, including without limitation the assignment of the IP Assets to Holdings, and the provisions of the
CLSIP Agreement, including without limitation the assignment of the IP Assets to CLSIP, are not and were not intended to hinder, delay, or defraud any creditor; (e) Holdings will take the assignment of the IP Assets for fair value and in good
faith; and (f) CLSIP will take the assignment of the IP Assets for fair value and in good faith. 
 4.2 Holdings represents and warrants
to the CBI Parties that (a) Holdings will not contest that this Agreement, including without limitation the covenants and undertakings in this Agreement, is valid and enforceable in accordance with its terms, including under federal trademark
law and other applicable law; and (b) the provisions of this Agreement, including without limitation the assignment of the IP Assets to Holdings, are not and were not intended to hinder, delay, or defraud any creditor. 

4.3 Each party represents and warrants to the other party that: (a) it is duly authorized and licensed to do business and carry out its
obligations under this Agreement; (b) it has full power and authority to enter into this Agreement and the execution, delivery and performance of this Agreement has been authorized by all necessary corporate action; and (c) it has obtained
all third party consents required to enter into this Agreement and neither the execution, delivery or performance of this Agreement will conflict with or constitute a breach of its certificate of incorporation, charter or by-laws. 

5. Disclaimer of Warranties. Except as set forth in Section 4, CBI assigns the IP Assets to Holdings “as is,” and Claire’s Stores
and CBI make no warranties of any kind, express or implied, in relation to the IP Assets assigned pursuant to this Agreement. Without limiting the foregoing, Claire’s Stores and CBI expressly disclaim any and all implied warranties of
merchantability, fitness for a particular purpose, and non-infringement. 
 6. Notices. All notices given pursuant to this Agreement shall be in
writing and (a) delivered personally; (b) delivered or mailed by registered or certified mail, postage prepaid; or (c) sent by a nationally recognized overnight delivery or courier service, with delivery charges prepaid, and proof of
delivery or receipt requested, as follows: 
 To CBI or Claire’s Stores: 

CBI Distributing Corp. 

2400 West Central Road 

Hoffman Estates, IL 60192 

Attn: Stephen Sernett 

E-mail: Stephen.Sernett@claires.com 

  
 6 








 To Holdings: 

CLSIP Holdings LLC 

2400 West Central Road 

Hoffman Estates, IL 60192 

Attn: Stephen Sernett 

E-mail: Stephen.Sernett@claires.com 

All notices as required here shall be effective upon the earlier of (a) delivery; (b) three days after the mailing; or (c) the next business
day if sent by overnight courier. 
 7. Third Party Beneficiaries. CLSIP LLC is an intended third-party beneficiary of the representations and
warranties contained in Section 4.1 of this Agreement. Claire’s Stores and CBI each agree and acknowledge that CLSIP LLC will pledge this Agreement and the CLSIP Agreement, including the representations and warranties contained in
Section 4.1 of this Agreement, as collateral to secure the obligations under the CLSIP Credit Agreement of even date herewith. 
 8. Choice of Law;
Choice of Forum. This Agreement, and any dispute arising from this Agreement or the subject matter of this Agreement, shall be governed by the laws of the State of New York, without regard to its conflicts of law principles, and the federal and
state courts in the State of New York shall be the sole jurisdiction for resolving all disputes relating to this Agreement. The Parties submit to the jurisdiction of such courts over such a dispute and waive any objection to the propriety or
convenience of venue in such courts. 
 9. No Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement,
and in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of
the authorship of any provisions of this Agreement. 
 10. Amendment. This Agreement may only be amended, supplemented or modified, and any of the
terms, covenants, representations, warranties or conditions may only be waived, by a written amendment executed by both Parties, or in the case of a waiver, by the Party waiving compliance. Notwithstanding the immediately preceding sentence, this
Agreement may not be amended, supplemented or modified, and none of the terms, covenants, representations, warranties or conditions may be waived until after the discharge of all obligations under the CLSIP Credit Agreement of even date herewith,
absent the prior written consent of the collateral agent under the CLSIP Credit Agreement. No waiver by either Party of any breach of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other
provision of this Agreement. 
 11. Severability. If any provision of this Agreement or the application of any such provision to any person, entity or
circumstance is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or the application of such provision
to any other persons, entities or circumstances and, to the extent permissible under applicable law, any such invalid, illegal or unenforceable provision shall be deemed amended lawfully to conform with the intent of the Parties. 

12. Integration. This Agreement, including the Confirmatory Claire’s Trademark Assignment Agreement attached as Exhibit C, Confirmatory
Icing Trademark Assignment Agreement attached as Exhibit D, and Confirmatory Domain Name Assignment Agreement attached as Exhibit E, constitutes the entire agreement between the Parties with respect to its subject matter, and
supersedes all prior and/or contemporaneous oral or written negotiations, offers, representations, warranties, and agreements with respect to this subject matter. 

  
 7 








 13. Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed
and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts taken together shall have been shown to have
been executed by each Party and delivered to the other. 
 [Signature Page Follows] 

  
 8 








 IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the Effective Date.

  

									
	 CBI Distributing Corp.
  
	  		  	CLSIP Holdings LLC
		  	 /s/ Stephen Sernett
	  		  		  	 /s/ Stephen Sernett

	Name:	  	Stephen Sernett	  		  	Name:	  	Stephen Sernett
	 Title:
	  	 Vice President and
 Associate General
Counsel
	  		  	Title:	  	 Vice President, Secretary
 and General
Counsel

				
	Date:	  	September 20, 2016	  		  	Date: September 20, 2016

 ACKNOWLEDGED AND AGREED by Claire’s Stores, Inc. solely as to limited representations and warranties that
it is giving in Section 4.1 and the disclaimer in Section 5: 
  

			
	 CLAIRE’S STORES, INC.
  

		 	 /s/ Stephen Sernett

	Name:	 	Stephen Sernett
	Title:	 	 Vice President and
 Associate General
Counsel

		 	
	Date:	 	September 20, 2016
		 	


  
 9 








 Exhibit A 
  


			
	 Domain Names
  
	  	
	blingyourbff.com	  	clairesstores.info
	claires.adult	  	clairesstores.us
	claires.biz	  	clairestores.biz
	claires.blackfriday	  	clairestores.com
	claires.boutique	  	clairestores.info
	claires.career	  	clairestores.us
	claires.careers	  	icing.biz
	claires.com	  	icing.blackfriday
	claires.info	  	icing.boutique
	claires.jobs	  	icing.career
	claires.marketing	  	icing.careers
	claires.net	  	icing.com
	claires.org	  	icing.fashion
	claires.porn	  	icing.info
	claires.social	  	icing.marketing
	claires.us	  	icing.social
	claires.xxx (blocked)	  	icing.us
	clairesaccessories.biz	  	icing.xxx (blocked)
	clairesaccessories.com	  	icingbyclaires.com
	clairesaccessories.info	  	icingice.com
	clairesaccessories.us	  	icings.biz
	clairesboutique.biz	  	icings.info
	clairesboutique.info	  	icings.us
	clairesboutique.us	  	itsatclaires.com
	clairesboutiques.biz	  	secretsantacircle.com
	clairesboutiques.com	  	theicing.biz
	clairesboutiques.info	  	theicing.com
	clairesboutiques.us	  	theicing.info
	clairescareers.com	  	theicing.net
	clairesclub.com	  	theicing.org
	 clairescorp.com
 clairescorporation.com

clairesglobalstyle.com
 clairesglobalstyles.com

clairesinc.com
 clairesint.com

clairesmail.com
 clairesmail.net

clairesmail.org
 clairespromstyle.com

clairesretail.com
 clairessa.com

clairesstores.biz
	  	theicing.us


  
 10 








 US Claire’s Marks1 

 

															
	 Country
	  	 Trademark
	  	 Status
	  	 App. No.
	  	 App.

Date
	  	 Reg. No.
	  	 Reg.

Date
	  	 Class/Goods

	United States of America	  	...ITS AT CLAIRE’S	  	Registered	  	77/883682	  	 01-Dec-
 2009
	  	3817929	  	 13-Jul-
 2010
	  	35 Int. Retail store services featuring jewelry, clothing, cosmetics, toiletries, hair goods and accessories, namely, hand bags, shoes, hats, belts, wallets, eyeglass cases, key chains, jewelry boxes, desk accessories, cell phone
accessories, pet accessories
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/975449	  	 04-Nov-
 2003
	  	2908859	  	 07-Dec-
 2004
	  	16 Int. Stationary, notebooks, address books, diaries, temporary tattoos, photo albums.
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/975445	  	 31-Jul-
 2002
	  	2951866	  	 17-May-
 2005
	  	03 Int. Cosmetics, namely lip gloss wands, lipstick, hair dyes, blush, antiperspirants, perfume balm, powder having reflective qualities for topical application to the skin or hair for cosmetic purposes, bath and body gels, bath and
body lotions, nail polish, hair lotions.
								
	United States of America	  	CLAIRE’S	  	Registered	  	74/517854	  	 28-Apr-
 1994
	  	1925359	  	 10-Oct-
 1995
	  	14 Int. Jewelty, namely earrings, necklaces, rings, bracelets, ornamental pins, and hair ornaments.
								
	United States of America	  	CLAIRE’S	  	Registered	  	74/517853	  	 28-Apr-
 1994
	  	1890335	  	 18-Apr-
 1995
	  	42 Int. Retail store services featuring ladies’ clothing accessories and jewelry.
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/975454	  	 31-Jul-
 2002
	  	2925470	  	 08-Feb-
 2005
	  	25 Int. Clothing, namely socks, hats, gloves, shirts.
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/975452	  	31-Jul- 2002	  	2967212	  	 12-Jul-
 2005
	  	20 Int. Containers made primarily of plastic for holding trinkets and coins.
								
	United States of America	  	CLAIRE’S	  	Registered	  	74/518090	  	 28-Apr-
 1994
	  	1929317	  	 24-Oct-
 1995
	  	05 Int. Ear drops for application on, pierced ears.
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/975382	  	01-Jul- 2003	  	2974652	  	 19-Jul-
 2005
	  	35 Int. Issuing gift certificates which may be redeemed for goods.
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/589527	  	 17-Mar-
 2005
	  	3319826	  	 23-Oct-
 2007
	  	03 Int. Personal care items, namely, razors, razor blades, shaving creams and foams, depilatories, fragrance, toothpaste, tooth brushes, dental floss, tooth whitener, mouthwash, breath fresheners, and make-up remover
cleansers.
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/149317	  	 31-Jul-
 2002
	  	3190839	  	 02-Jan-
 2007
	  	35 Int. retail store services dealing in notions, cosmetics, jewelry, stationery products, hair goods, clothing accessories and the like primarily for women and girls
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/975446	  	31-Jul- 2002	  	2908857	  	 07-Dec-
 2004
	  	09 Int. Cell phone holders.
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/975448	  	31-Jul- 2002	  	2996103	  	 13-Sep-
 2005
	  	14 Int. jewelry, belly chains, bracelets, toe rings, body clips, ear cuffs, earring holders.

  

	1 	Pursuant to this Agreement, CBI sells, transfers, conveys and assigns to Holdings an undivided 17.5% ownership interest in and to the US Claire’s Marks, including the federal registrations set forth on this Exhibit
A. Holdings acknowledges that CBI has retained and shall continue to own an undivided 82.5% ownership interest in and to the US Claire’s Marks, including the federal registrations set forth on this Exhibit A. 


  
 11 









															
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/975453	  	 04-Nov-
 2003
	  	2900024	  	 02-Nov-
 2004
	  	24 Int. Pillows, pillow cases.
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/269386	  	01-Jul- 2003	  	2978984	  	26-Jul- 2005	  	16 Int. stationery
								
	United States of America	  	CLAIRE’S	  	Registered	  	74/512656	  	 14-Apr-
 1994
	  	1891172	  	 25-Apr-
 1995
	  	25 Int. Women’s stockings
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/975455	  	31-Jul- 2002	  	2908861	  	 07-Dec-
 2004
	  	26 Int. Hair accessories, namely, barrettes, hair bows, hair ornaments, claw clips, head wraps.
								
	United States of America	  	CLAIRE’S & CIRCLE A Design	  	Registered	  	76/064166	  	06-Jun- 2000	  	2623039	  	 24-Sep-
 2002
	  	35 Int. Retail store services dealing in men and women’s jewelry, wallets, key chains, sunglasses, removable tattoos, hats, notions, clothing, women’s clothing, women’s clothing accessories, namely, handkerchiefs,
scarves, jewelry, hair bands, hair goods, cosmetics, and perfumes.
								
	United States of America	  	 CLAIRE’S
 ACCESSORIES
	  	Registered	  	74/619578	  	10-Jan- 1995	  	1956047	  	 13-Feb-
 1996
	  	42 Int. Retail store services featuring ladies accessories.
								
	United States of America	  	 CLAIRE’S
 ACCESSORIES
	  	Registered	  	74/586876	  	 18-Oct-
 1994
	  	1946557	  	 09-Jan-
 1996
	  	42 Int. Retail store services featuring ladies clothing accessories and jewelry.
								
	United States of America	  	CLAIRE’S ACCESSORIES & CIRCLE A Design	  	Registered	  	75/331385	  	 28-Jul-
 1997
	  	2294937	  	 30-Nov-
 1999
	  	35 Int. Retail store services dealing with men’s and women’s jewelry, wallets, key chains, sunglasses, removable tattoos, hats, notions, clothing including women’s clothing, perfumes, hair goods and
handkerchiefs.
								
	United States of America	  	CLAIRE’S BOUTIQUES & Design	  	Registered	  	73/653581	  	 06-Apr-
 1987
	  	1514045	  	 22-Nov-
 1988
	  	42 Int. Retail store services for the sale of lady accessories.
								
	United States of America	  	CLAIRE’S CLUB	  	Registered	  	78/975466	  	 09-Oct-
 2002
	  	2908866	  	 07-Dec-
 2004
	  	18 Int. Bags, namely, backpacks, tote bags and wallets.
								
	United States of America	  	CLAIRE’S CLUB	  	Registered	  	78/975462	  	 09-Oct-
 2002
	  	2908863	  	 07-Dec-
 2004
	  	09 Int. Sunglasses; telephones.
								
	United States of America	  	CLAIRE’S CLUB	  	Registered	  	78/975461	  	 09-Oct-
 2002
	  	2908862	  	 07-Dec-
 2004
	  	03 Int. Cosmetics.
								
	United States of America	  	CLAIRE’S CLUB	  	Registered	  	78/172438	  	 09-Oct-
 2002
	  	2908191	  	 07-Dec-
 2004
	  	26 Int. hair goods, namely, clips, hair bows, ponytail twisters, hair bands, hair claws, snap clips, snap tops, salon clips, bobby pins; artificial flower bridal bouquets
								
	United States of America	  	CLAIRE’S CLUB	  	Registered	  	78/554003	  	 26-Jan-
 2005
	  	3343775	  	 27-Nov-
 2007
	  	35 Int. Retail services featuring notions, cosmetics, jewelry, hair care products, hair goods, clothing and accessories, toiletry products, jewelry, stationery products, automobile accessories, removable tattoos, pillows, pillow
cases, cell phone holders, furniture accessories, inflatable furniture, incense, incense holders, incense sticks and cones, candles, containers for trinkets and coins, toys, bags, wallets, key chains, sunglasses, stockings, personal care
items
								
	United States of America	  	CLAIRE’S CLUB	  	Registered	  	78/975464	  	 09-Oct-
 2002
	  	2908865	  	 07-Dec-
 2004
	  	14 Int. Tiaras, jewelry, earrings, necklaces, bracelets, and bracelets, necklaces and earrings sold in combination.


  
 12 









															
								
	United States of America	  	CLAIRE’S CLUB	  	Registered	  	78/975469	  	 09-Oct-
 2002
	  	2908868	  	 07-Dec-
 2004
	  	25 Int. Hair goods, namely, bridal veils, floral head wreaths, headbands, head wraps, head scarves; apparel, namely, gloves, boas, footwear; slippers; flip flops; dress up shoes; dresses, capes, baseball hats and caps, visors,
cowboy hats, socks belts.
								
	United States of America	  	CLAIRE’S ETC.	  	Registered	  	75/057738	  	 14-Feb-
 1996
	  	2065959	  	 27-May-
 1997
	  	42 Int. Retail store services dealing in men’s and women’s jewelry, wallets, key chains, sunglasses, removable tatoos, hats, notions, clothing, women’s clothing and accessories, perfumes, hair goods, and
handkerchiefs.
								
	United States of America	  	CLAIRE’S ETC.	  	Registered	  	75/079178	  	 27-Mar-
 1996
	  	2064149	  	 20-May-
 1997
	  	42 Int. Retail store services dealing in men’s and women’s jewelry, wallets, key chains, sunglasses, removable tattoos, hats, notions, clothing, women’s clothing and accessories, perfumes, hair goods, and
handkerchiefs.
								
	United States of America	  	CLAIRE’S Logo	  	Registered	  	77/560510	  	 02-Sep-
 2008
	  	3602239	  	 07-Apr-
 2009
	  	35 Int. Retail store services featuring clothing, accessories and jewelry.
								
	United States of America	  	 CLAIRE’S
 OUTLET
	  	Registered	  	85/872707	  	11-Mar- 2013	  	4610591	  	 23-Sep-
 2014
	  	35 Int. Retail store services featuring jewelry, notions, cosmetics, hair goods, clothing accessories, stationery products and the like
								
	United States of America	  	SECRET SANTA CIRCLE	  	Registered	  	85/173806	  	 10-Nov-
 2010
	  	4005371	  	 02-Aug-
 2011
	  	35 Int. Providing online retail store services featuring clothing and fashion accessories via a website that has a specific feature that allows users to give and receive purchases through anonymousgift exchanges
								
	United States of America	  	 SENSITIVE
 SOLUTIONS
	  	Registered	  	74/646373	  	 13-Mar-
 1995
	  	1951435	  	 23-Jan-
 1996
	  	14 Int. Jewelry.
								
	United States of America	  	ICING BY CLAIRE’S	  	Registered	  	78/618255	  	 04-Apr-
 2005
	  	3050863	  	 01-Jan-
 2006
	  	35 Int. Retail store services dealing in women’s clothing and accessories


  
 13 








 US Icing Marks 
  

															
	 Country
	  	 Trademark
	  	 Status
	  	 App. No.
	  	 App.

Date
	  	 Reg. No.
	  	 Reg.

Date
	  	 Class/Goods

								
	United States of America	  	ICING	  	Registered	  	77/473939	  	 14-May-
 2008
	  	3743653	  	 02-Feb-
 2010
	  	 03 Int. Cosmetics, namely, nail polish, lip color, lip gloss, foundation, blush, eyeliner, cosmetic pencils, eye shadow, mascara, face
powders, bronzers; fragrances, all sold exclusively in Icing by Claire’s stores
 09 Int. Sunglasses; cellular phone cases.

14 Int. Jewelry, namely, earrings; necklaces; bracelets; rings; ornamental pins; watches; charms; jewelry cases.

18 Int. for Clutch purses; cosmetic cases sold empty; handbags, key cases; purses; shoulder bags; coin purses; leather key chains; imitation leather key
chains; wallets.
 20 Int. Picture frames; non-metal and non-leather key-chains

25 Int. Clothing, namely socks, hats, gloves, shirts; footwear; head scarves

26 Int. Hair accessories, namely, barrettes, hair bows, hair ornaments, hair ornaments in the nature of hair wraps, hair pins, hair clips

35 Int. Retail store services featuring jewelry, women’s clothing, purses, accessories, footwear, cosmetics, picture frames

								
	United States of America	  	 ICING
 OUTLET
	  	Registered	  	85/872705	  	11-Mar- 2013	  	4544654	  	 03-Jun-
 2014
	  	35 Int. Retail store services featuring jewelry, notions, cosmetics, hair accessories, clothing accessories, and stationery products.
								
	United States of America	  	 ICING
 STYLIZED
	  	Registered	  	85/831738	  	 24-Jan-
 2013
	  	4610511	  	 23-Sep-
 2014
	  	 03 Int. Soap; bath lotions; cleaning preparations, excluding hair care preparations; shoe cream; leather cleaning preparations; emery paper;
pumice stones for personal use; perfumery; cosmetics; cosmetics kits and make-up kits comprised of lipstick, lip gloss, lip liner, eye shadow, makeup palettes, eyeliner, blush, face powder and foundations; makeup; non-medicated toiletries; perfumes;
lipstick; lip gloss; nail polish; rouge; depilatories; shaving preparations; make-up removal preparations; antiperspirants; incense; air fragrancing preparations; powder having reflective qualities for topical application to the skin or hair for
cosmetic purposes; nail stickers 09 Int. Sunglasses; telephones; compact discs and optical discs featuring music and music videos; cell phone straps; telephone covers not made of paper; cell phone holders; DVDs featuring music and music videos.

14 Int. Jewelry, rings, necklaces, bracelets, earrings, tiaras, belly chains, toe rings, body clips, ear cuffs, earring holders, ornamental pins; jewelry
brooches.
 16 Int. Instructional books relating to hairstyling, personal accessories, fashions and clothing fashions.

18 Int. Handbags; purses; wallets; backpacks; school bags; reusable shopping bags; umbrellas; key cases; vanity cases, not fitted.

21 Int Hair brushes; combs; large tooth hair combs; mugs, not of precious metal; drinking



  
 14 









															
	 Country
	  	 Trademark
	  	 Status
	  	 App. No.
	  	 App.

Date
	  	 Reg. No.
	  	 Reg.

Date
	  	 Class/Goods

		  		  		  		  		  		  		  	 glasses; beverage glassware for daily use, including cups as well as plates, pots and glass jars; sponges for household purposes;
candlesticks; cosmetic brushes; applicator sticks for applying make-up; wands for applying lip gloss; china ornaments; baskets for domestic use, not of metal; water bottles sold empty; pottery, namely, mugs and bowls; candle holders; incense holders
in the nature of incense burners.
  
 25 Int. Clothing, namely, shirts, pants, coats,
dresses and pajamas; battling suits; rainwear; gymnastic shoes; footwear, headwear; stockings; gloves; scarves; belts; sashes.
  

26 Int. Hair ornaments, brooches for clothing, belt buckles, buttons, hair curlers, other than hand implements, lace and embroidery, ribbons, barrettes, hair
bows, hair pins, claw clips, hair ornaments in the nature of hair wraps.
  
 28 Int. Toy
animals; board games; dolls; plush toys.
  
 35 Int. Retail store services featuring
jewelry, notions, cosmetics, hair accessories, clothing. accessories and stationery products.

								
	United States of America	  	THE ICING	  	Registered	  	73/642264	  	 20-Feb-
 1987
	  	1466727	  	 24-Nov-
 1987
	  	42 Int. Retail clothing and clothing accessory store services.
								
	United States of America	  	THE ICING	  	Registered	  	77/329699	  	 14-Nov-
 2007
	  	3461876	  	08-Jul- 2008	  	35 Int. Retail store services featuring clothing, accessories and jewelry.
								
	United States of America	  	THE ICING ACCESSORIES & Design	  	Registered	  	75/201596	  	21-Nov- 1996	  	2234841	  	 23-Mar-
 1999
	  	35 Int. Retail store services featuring jewelry, women’s clothing and accessories.


  
 15 








 Exhibit B 

Mobile Application Agreement 

[Attached] 

  
 16 








 PREDICTSPRING, INC. 

CUSTOMER AGREEMENT 
  

					
	Customer: CBI Distributing Corp.	  	Customer: CBI Distributing Corp.	  	PredictSpring lnc
	  	 Contact: Brian Thompson
 Address: 2400 W.
Central Rd.
                Hoffman Estates. IL60192
	  	Contact: Nitin Mangtani
 Address: 447 Rinconada Court

                Los Altos, CA 94022

	  	Phone: 847.765.1470	  	Phone: 650-917-9052
		  	Fax: 847-765-7221	  	Fax:
		  	E-Mail: brian.thompson@claires.com	  	E-Mail: nitin@predictspring.com
	  
 Fees:

 
 •  For up
to 100,000 app installs across Android and iPhone smart phones, if Customer opts to pay on a monthly basis the fee is $5,000 per month (the “Monthly Payment Option”), and if Customer opts to pay as a one-time
upfront payment the total annual fee will be reduced to $50,000 (the “One Time Payment Option”).
  

•  For the Monthly Payment Option, payment is $5000 per month, invoiced for each month on the 7th day of that month.
  

•  For the One Time Payment Option, payment is $50,000 invoiced upon full execution of this
Agreement.
  
 •  Customer’s
Selected Option (Customer to check one of the following):
  

     ̈ Monthly Payment Option

 

    x One time Payment Option

 
 •  After the Initial Term (as
defined below) Customer’s selected billing/payment option shall always default to the Monthly Payment Option unless or until Customer provides written notice selecting the One Time Payment Option, and at that point the payment of $50,000 will
be invoiced for the twelve (12) months beginning on the first day of the calendar month immediately following PredictSpring’s receipt of Customer’s notice.

	  
 Term:

 
 •  One (1) year from the
Effective Date (“Initial Term”), with cancellation any time after the Initial Term by either party with at least thirty (30) days prior written notice to the other party.


 This Customer Agreement (“Agreement”) is entered into by and between PredictSpring, Inc. (“PredictSpring”)
and the Customer listed above (“Customer”). This Agreement and the Terms and Conditions attached hereto set forth the entire understanding of the parties with respect to the subject matter described herein and constitutes the entire
agreement between the parties, which shall be effective as of 4/6, 2015 (“Effective Date”). There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date
hereof. 
  

											
	CBI Distributing Corp.	  		  		  	 PredictSpring, Inc.
  

	By:	 	 /s/ Brian Thompson
	  		  		  	By:	  	 /s/ Nitin Mangtani

	Name:	 	Brian Thompson	  		  		  	Name:	  	Nitin Mangtani
	Title:	 	Group Director Digital	  		  		  	Title:	  	CEO








 TERMS AND CONDITIONS 

 


	1.	Services. 

 1.1 Subject to the terms and conditions of this Agreement, PredictSpring will provide
Customer with access to its mobile commerce platform that provides (1) mobile application development and publishing services (the “Development Services”) for Customer to build native iOS and Android applications
(“Applications”) and (2) hosting and support services for Application deployment described in Exhibit B (the “Subscription Services”) (the Development Services together with the Platform (defined below) and Subscription
Services, the “Services”). PredictSpring’s mobile commerce platform described in this section shall be referred to as the “Platform.” 

1.2 Customer will cooperate with PredictSpring in connection with the performance of this Agreement by making available such personnel and information as may
be reasonably required by PredictSpring in providing the Services. Each party understands that the other party’s performance is dependent in part on its actions. Accordingly, each party will timely provide the other party with necessary items
and assistance in connection with performance required under this Agreement. PredictSpring shall determine the time, place, methods, details and means of performing the Services, provided no such decision will relieve PredictSpring in any way of its
obligation to perform Services in accordance with this Agreement. Customer will also cooperate with PredictSpring in establishing a password or other procedures for verifying that only designated employees of Customer have access to any
administrative functions of the Services. Customer will be responsible for maintaining the security of Customer’s account with PredictSpring, passwords (including administrative and user passwords) and files, and for all uses of Customer’s
account, in accordance with Customer’s standard practices in use for its own security related responsibilities outside of this Agreement. Customer shall not share with any third party any such account or password without the prior written
consent of PredictSpring. 
 Service Level Agreement. PredictSpring will use commercially reasonable efforts to make the Subscription Services
available in accordance with the Service Level Agreement attached hereto as Exhibit A, Customer’s remedies for failure to meet the SLA are set forth in Exhibit A. 

2. Customer Obligations. 
 2.1 Customer hereby authorizes
and grants PredictSpring a right and license to, according to Customer’s specific instructions, (1) submit its Application on Customer’s behalf to the applicable third party platform (“3rd Party Platform”), (ii) upgrade or update its Platform resource files, to the extent such upgrade or update is applicable and/or required or as otherwise permitted by this Agreement (such
upgrades or updates to be referred to as the “Upgrades”), and (iii) remove an Application from the 3rd Party Platform. Customer acknowledges and agrees that PredictSpring cannot
guarantee the acceptance of an Application by any 3rd Party Platform. Customer is responsible for complying with all applicable terms of use, standards or guidelines of all applicable 3rd Party Platforms (“Platform Guidelines”). Notwithstanding anything otherwise written, all Upgrades will be provided at no additional charge to Customer. 

2.2 Customer may not knowingly provide to any person or export or re-export or allow the export or re-export of the Services or anything related thereto or any
direct product thereof in violation of any applicable laws or regulations. Customer’s use of the Services and all Customer Content (as defined below) will comply with all



 applicable laws and regulations. PredictSpring will have no responsibility and will not be liable for Customer
or its end users’ use of the Services in violation of the foregoing. Customer is and will be at all times responsible for all distribution channels and other methods of offering Applications to end users. PredictSpring will not publish any
Application which violates any applicable law or Platform Guideline. 
 3. Confidentiality: Restrictions. Each party (the “Receiving Party”)
understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary
Information” of the Disclosing Party). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except as expressly permitted herein) or divulge to any third person
any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after two (2) years (except that in the case of trade secrets, the confidentiality obligations will continue until
such information is no longer considered a trade secret) following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known
by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or
(e) is required by law. Further, except as expressly authorized by PredictSpring, Customer will not, and will not permit any third party to reverse engineer or otherwise attempt to discover the source code or underlying structure or algorithms
of the Services, including the Applications (except to the extent such restrictions are contrary to applicable law), modify or create derivative works based on the Services, or otherwise use the Services outside of the scope permitted under this
Agreement. 
  

	4.	Intellectual Property Rights. 

 4.1 PredictSpring owns and will retain all right, title and interest in
and to the Services, including PredictSpring’s Platform, mobile workbench, and Applications. No rights are granted to the Customer hereunder other than as expressly set forth herein. As between the parties, Customer Content (as defined below)
will be owned by Customer. Customer will be solely responsible for the accuracy, quality, integrity and legality of Customer Content. Customer hereby grants to PredictSpring a limited, non-exclusive, worldwide license to use, reproduce, create
derivative works of distribute, publicly perform and display Customer Content solely to provide the Services to Customer. “Customer Content” means any information, data, graphics, content and other materials provided or made available to
PredictSpring by Customer or Customer’s end users in the course of receiving or using Services. 
 4.2 PredictSpring shall have the right to collect and
analyze data and other information relating to the use and performance of various aspects of the Services and related systems and technologies and PredictSpring will be free to (i) use such information and data (during and after the term
hereof) to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other PredictSpring offerings, and (ii) use and disclose such data in aggregate or other anonymous and
de-identified form for marketing purposes and otherwise in connection with its business. Further, if you provide PredictSpring any feedback, ideas, concepts or suggestions about PredictSpring’s Services, business, technology or Confidential


 









 Information (“Feedback”), you grant PredictSpring, without charge, the fully paid-up, irrevocable
right and license to use, share, commercialize and otherwise fully exercise and exploit your Feedback and all related rights (and to allow others to do so) In any way and for any purpose. These rights survive termination of this Agreement in
perpetuity. 
 5. Payment of Fees. Customer will pay PredictSpring the Fees set forth in this Agreement Payment will be due within thirty
(30) days of Customer’s receipt of a valid invoice. Unpaid Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, if such unpaid Fees remain open at least fifteen
(15) days after PredictSpring’s express written notice to Customer regarding such unpaid fees. Further, if Customer has not paid any unpaid Fees within fifteen (15) days of PredictSpring’s express written notice, PredictSpring
may restrict or suspend Customer’s access to the Services until the time Customer’s payment for unpaid Fees is received. Customer is solely responsible for collecting and paying any fees associated with transactions between Customer’s
end users and Customer. 
 6. Termination. Either party may terminate this Agreement upon written notice to the other party if the other party
materially breaches this Agreement and does not cure such breach within thirty (30) days after receiving written notice of such breach. Either party may terminate this Agreement, upon written notice, (i) upon the institution by or against
the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party’s making an assignment for the benefit of creditors, or (iii) upon the other party’s dissolution or ceasing to do business.
Termination or expiration of this Agreement shall not affect any rights or obligations of the parties, including the payment of amounts due, which have accrued up to the date of such termination or expiration. All fees are non-refundable except as
expressly stated herein. Upon termination or expiration of this Agreement, the provisions of Sections 4,4,6,8,9, and 10 shall survive and shall continue in full force and effect in accordance with their terms. Notwithstanding any other provision of
this Agreement, if Monthly Uptime Percentage (as defined in Exhibit A) for any month of this Agreement is lower than 95% percent (95%), that qualifies as a material breach hereunder, and if such breach leads to Customer’s termination of this
Agreement in accordance with this Section 6, PredictSpring will refund any amount paid by Customer covering any time after such termination date. 

 

	7.	Warranties; Disclaimer. 

 7.1 Each party represents and warrants that: (a) any and all activities it
undertakes in connection with this Agreement shall be performed in compliance with all applicable laws and regulations, including, without limitation, data privacy laws and regulations; and (b) their materials provided or included as part of
the Services does not infringe any third party intellectual property right. 
 7.2 PREDICTSPRING MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT PREDICTSPRING DOES NOT WARRANT THAT THE
SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT PERFORMANCE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE INCLUDING ANY ERRORS OR OMISSIONS IN THE SEARCH RESULTS OBTAINED THROUGH USE OF THE SERVICES.



 8. Limitation of Liability. EXCEPT FOR BREACH OF SECTIONS 3 (CONFIDENTIALITY) OR 4.1 (INTELLECTUAL
PROPERTY RIGHTS), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR (A) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE DELAY OR INABILITY TO USE THE SERVICES (INCLUDING LOST PROFITS) OR
(B) ANY OTHER DAMAGES IN EXCESS OF TEN THOUSAND DOLLARS ($10,000), IN EACH CASE WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE FOREGOING LIMITATIONS
WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, BUT IN NO WAY WILL APPLY TO ANY INJURY OR DEATH TO ANY PERSON OR DAMAGE TO ANY PROPERTY CAUSED BY GROSS
NEGLIGENCE OR WILFUL MISCONDUCT. 
 9. Publicity. PredictSpring may use Customer’s name and logo on PredictSpring’s website and marketing
materials to identify Customer as a customer of PredictSpring. PredictSpring may issue a press release regarding this Agreement and the relationship between the parties, subject to Customer’s prior approval (not to be unreasonably withheld).

  

	10.	Indemnification. 

 10.1 PredictSpring agrees to indemnify, defend, and hold harmless Customer against any
liabilities, damages and costs (including reasonable attorneys’ fees) payable to a third party arising out of a third party claim alleging that the Application as provided by PredictSpring (excluding any Customer Content) infringe any third
party intellectual property right. 
 10.2 Notwithstanding the foregoing, PredictSpring will have no obligation under this section or otherwise with respect
to any infringement claim to the extent based upon (i) any unauthorized use, reproduction, or distribution of the Application or any breach of this Agreement by Customer, (ii) any combination of the Application with other products,
equipment, software, uses or data not supplied, authorized or recommended by PredictSpring, (iii) any modification of the Application by any person other than PredictSpring or its authorized agents or contractors or (iv) any activity after
PredictSpring has provided Customer with a work around or modification that would have avoided such issue without materially adversely affecting the functionality or availability of the Application. If PredictSpring reasonably believes that all or
any portion of the Application, or the use thereof, is likely to become the subject of any infringement claim, suit or proceeding, PredictSpring will procure, at PredictSpring’s expense, for Customer the right to continue using the Services in
accordance with the terms hereof, replace or modify the allegedly infringing Application to make it non-infringing, or, in foe event the preceding is infeasible or not commercially practicable, PredictSpring may, in its sole discretion, terminate
this Agreement upon written notice to Customer and refund to Customer any prepaid amounts for unused services related to the Application. 
 10.3 Customer
agrees to indemnify, defend, and hold harmless PredictSpring against any liabilities, damages and costs (including reasonable attorneys’ fees) payable to a third party arising in connection with any claim or action that arises from
Customer’s alleged violation of any applicable law, regulation or Platform Guideline, or otherwise from Customer’s use of Services.


 









 10.4 Each party’s Indemnification obligations are conditioned on the party seeking indemnity providing the
other party with (i) prompt written notice of any claim, (ii) sole control over defense and settlement of the claim, and (ii) reasonable assistance with defense and settlement. The indemnifying party shall not enter into any
settlement or compromise of any claim without the indemnified party’s prior written consent, which shall not be unreasonably withheld, unless the settlement resolves such claim without liability or impairment to the indemnified party or its
rights. 
 11. General. For all purposes under this Agreement each party shall be and act as an independent contractor and shall not bind nor attempt
to bind the other to any contract. PredictSpring will be solely responsible for its income taxes in connection with this Agreement and Customer will be responsible for sales, use and similar taxes, if any. PredictSpring will be responsible for
performance of its agents and subcontractors under this Agreement. This Agreement and any dispute arising hereunder shall be governed by the laws of the State of California, without regard to the conflicts of law provisions thereof. In any action or
proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees. Without limiting anything herein, and except for payment obligations, neither party shall have any
liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions and power failures.
Neither party shall have the right to assign this Agreement, except that either party may assign its rights and obligations without consent to a successor to substantially all its relevant assets or business. No waiver, change, or modification to
this Agreement will be effective unless in writing signed by both parties. Any notices in connection with this Agreement will be in writing and sent by, email, first class US mail, confirmed facsimile or major overnight delivery courier service, all
to the address specified on the cover sheet of this Agreement or such other address as may be properly specified by written notice hereunder. The parties agree that this Agreement may be signed by manual or facsimile signatures and in counterparts,
each of which shall be deemed an original and all of which together shall constitute one and the same instrument. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or
eliminated so that this Agreement shall otherwise remain in full force and effect and enforceable.



 
 









 EXHIBIT A 

PredictSpring, Inc. Subscription Service Level Agreement 

Subscription Service SLA. During the term of the Agreement the Platform will be operational and available to Customer’s end users at least 99.9%
of the time in any calendar month (the “SLA”). If PredictSpring does not meet the SLA, and if Customer meets its obligations under this SLA and the Agreement, Customer will be eligible to receive the Service Credits described below. This
Exhibit A states Customer’s sole and exclusive remedy for any failure by PredictSpring to meet the SLA. 
 Definitions. The following
definitions shall apply to the SLA. 
  

	 	•	 	“Downtime” means, for a mobile application, if there is more than a five percent User Error Rate (as defined below). Downtime is measured based on server side error rate. 


 

	 	•	 	“Monthly Uptime Percentage” means total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar
month. 

  

	 	•	 	“User Error Rate” means the number of instances of failure to make requests from the Application to PredictSpring’s backend cloud services, divided by the number of requests made in any given
month, provided that the foregoing shall not include failures related to cellular connection or any failure caused by cellular networks, including timing out 

  

	 	•	 	“Service Credit” means the following: 

  

					
	 Monthly Uptime Percentage
	  	Monetary credit
equal to the value
of days of service
(calculated by
dividing the
monthly Fee by
30) applied to the
next
month’s
Invoice	 
	 <99.0% - > = 97.0%
	  	 	1	  
	 < 97.0% - > = 95.0%
	  	 	3	  
	 <95.0%
	  	 	5	  

 

 Customer Must Request Service Credit. In order to receive any of the Service Credits described above,
Customer must notify PredictSpring within thirty (30) days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer’s right to receive a Service Credit. 

Maximum Subscription Service Credit. The aggregate maximum number of Service Credits to be issued by PredictSpring to Customer for all Downtime that
occurs in a single calendar month shall not exceed fifteen (15) days of the Subscription Service added to the end of the Initial Term or any subsequent twelve (12) month time period thereafter for the Subscription Service (or the value of
fifteen (15) days of service in the form of a monetary credit if Customer has then currently opted for the Monthly Billing Option). Service Credits may not be exchanged for, or converted to, monetary amounts, except when Customer has opted for
the Monthly Billing Option. 
 SLA Exclusions. The SLA does not apply for any performance issues: (i) caused by factors described in the
“Force Majeure” section of the Agreement; or (ii) that resulted from Customer’s equipment or Customer’s third party equipment, or both (not within the primary control of PredictSpring).


 








 EXHIBIT B 

PredictSpring, Inc. Subscriptions Services 

 

 Major features provided by PredictSpring Mobile platform. These features are dependent on customer providing
appropriate access to APIs and data. 
  

	 	1.	Instant Search: Consumers can search for products by just entering a single character, as they enter more characters, search results change instantly in mobile app 


 

	 	2.	Merchandized Layouts: Customize individual layouts with products, promotions, videos and images 

  

	 	3.	UI Customizations: Customize Fonts, Button Colors, Price Text Color, Cell Borders and Layouts Backgrounds 

  

	 	4.	Advanced Facet Settings: Define what attributes users can do faceted searches and buckets for pricing 

  

	 	5.	Store Locator: Search for stores using GPS, ZipCode or City 

  

	 	6.	Push Notifications: Ability to send push notifications to any of the users who have opted for notifications 

  

	 	7.	Automatic Product Feed: Automatically push product feed to PredictSpring on daily basis 

  

	 	8.	Barcode Scanning: Allow users to scan barcode in-store and see the product details on the mobile app 

  

	 	9.	Facebook Login and WishList: Login with Facebook account manage WishList of items 

  

	 	10.	Menu Customization: Customize Hamburger menu and items you like to be listed in the menu 

  

	 	11.	Google Analytics: Integration with GA to view usage and analytics 

  

	 	12.	BazaarVoice—Ratings and Reviews: Support for ratings and reviews in product detail page





	 	 	Additional Support Services 

  

	 	1.	Standard (non severe) issues: For standard support requests, Customer can email to the below address to file a support ticket: 


support@predictspring.zendesk.com 

The hours during which PredictSpring will respond to emailed support tickets are: 

Mon - Fri 9AM - 5PM Pacific time 

PredictSpring’s response time goal is to respond within twenty four (24) hours or receipt. 

 

	 	2.	Severe issues (app is crashing and there is downtime from PredictSpring’s backend server): Customer can call PredictSpring’s support hotline at: 


1-866-565-0251 

(Ext#2, or Dial 0 for operator)


 








 PREDICTSPRING, INC. 

ADDENDUM TO CUSTOMER AGREEMENT 
  

			
	Customer: CBI Distributing Corp	  	Contact: James Spencer
	  
 Address:
	  	  
 Phone:

		  	  
 E-Mail: james.Spencer@claires.com

	  
 Terms and Fees:

 
	  	
	 •  $60,000 for up to 200,000 app installs across Android and iPhone
devices.
  

	 •  1 Year Term from Effective Date

 

	 •  Platform support for premium features: Instagram Shop-the-Look,
Geofencing.
  

	 •  Payment of $60,000 shall be made within 30 days of signing this
agreement.


 This Addendum to Customer Agreement (“Addendum”) is made by and between PredictSpring, Inc.
(“PredictSpring”) and CBI Distributing Corp (“Customer”). 
 This Agreement and the Terms and Conditions are based on the Master
Customer Agreement signed between PredictSpring and Customer as parties on April 6th, 2015. 
 This Agreement shall be effective as of March 31st, 2016 (“Effective Date”). There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. 

 

									
	 CBI Distributing Corp
  
	 		 	PredictSpring, Inc.
	By:	 	 /s/ James Spencer
	 		 	By:	  	 /s/ Nitin Mangtani

	Name:	 	James Spencer	 		 	Name:	  	Nitin Mangtani
	Title:	 	Director of Development	 		 	Title:	  	CEO








 Exhibit C 

Confirmatory Claire’s Trademark Assignment Agreement 

[Attached] 

  
 17 








 Confirmatory Claire’s Trademark Assignment Agreement 

This Confirmatory Claire’s Trademark Assignment Agreement (the “Confirmatory Assignment”) is made this 20 day of
September, 2016, by CBI Distributing Corp., a corporation organized and existing under the laws of Delaware (“CBI”), in favor of CLSIP Holdings LLC, a limited liability company organized and existing under the laws of Delaware, and
having a business address of 2400 West Central Road, Hoffman Estates, IL 60192 (“Holdings”). 
 A. Pursuant to the
Intellectual Property Assignment Agreement executed by the parties on September 20, 2016 (the “Effective Date”). CBI sold, transferred, conveyed, and assigned to Holdings an undivided 17.5% ownership interest in and to the
CLAIRE’S marks covered by the United States federal registrations listed on Schedule A, and any existing variation of these marks used solely in the United States and all common law rights to same (the “US Claire’s
Marks”), together with a corresponding, proportional and joint interest in the goodwill of the businesses associated therewith; and 

B. This Confirmatory Assignment is being executed to confirm and memorialize in writing the earlier transfer of this undivided interest in the
US Claire’s Marks. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged, CBI
confirms having sold, transferred, conveyed, and assigned to Holdings, as of the Effective Date, an undivided 17.5% ownership interest in and to the US Claire’s Marks, including without limitation a corresponding, proportional and joint
interest in the goodwill associated with the business symbolized by the US Claire’s Marks and all rights and claims (whether known or unknown, contingent or accrued) against third parties resulting from, arising out of, or otherwise with
respect to any of the US Claire’s Marks. CBI authorizes and requests that the Commissioner of Patents and Trademarks of the United States record Holdings as a joint owner with CBI of the United States federal registrations listed on Schedule
A. 
 IN WITNESS WHEREOF, CBI has executed this Confirmatory Assignment effective as of the Effective Date. 

 

			
	CBI Distributing Corp.
	
	 /s/ Stephen Sernett

	Name:	 	Stephen Sernett
	Title:	 	 Vice President and
 Associate General
Counsel

		
	Date:	 	September 20, 2016


  
 18 








 Schedule A2 

 

															
	 Country
	 	 Trademark
	 	 Status
	 	 App. No.
	 	 App.

Date
	 	 Reg. No.
	 	 Reg.

Date
	 	 Class/Goods

	United States of America	 	...IT’S AT CLAIRE’S	 	Registered	 	77/883682	 	01-Dec-2009	 	3817929	 	13-Jul-2010	 	35 Int. Retail store services featuring jewelry, clothing, cosmetics, toiletries, hair goods and accessories, namely, hand bags, shoes, hats, belts, wallets, eyeglass cases, key chains, jewelry boxes, desk accessories, cell phone
accessories, pet accessories
								
	United States of America	 	CLAIRE’S	 	Registered	 	78/975449	 	04-Nov-2003	 	2908859	 	07-Dec-2004	 	16 Int. Stationary, notebooks, address books, diaries, temporary tattoos, photo albums.
								
	United States of America	 	CLAIRE’S	 	Registered	 	78/975445	 	31-JuI-2002	 	2951866	 	17-May-2005	 	03 Int. Cosmetics, namely lip gloss wands, lipstick, hair dyes, blush, antiperspirants, perfume balm, powder having reflective qualities for topical application to the skin or hair for cosmetic purposes, bath and body gels, bath and
body lotions, nail polish, hair lotions.
								
	United States of America	 	CLAIRE’S	 	Registered	 	74/517854	 	28-Apr-1994	 	1925359	 	10-Oct-1995	 	14 Int. Jewelry, namely earrings, necklaces, rings, bracelets, ornamental pins, and hair ornaments.
								
	United States of America	 	CLAIRE’S	 	Registered	 	74/517853	 	28-Apr-1994	 	1890335	 	18-Apr-1995	 	42 Int. Retail store services featuring ladies’ clothing accessories and jewelry.
								
	United States of America	 	CLAIRE’S	 	Registered	 	78/975454	 	31-Jul-2002	 	2925470	 	08-Feb-2005	 	25 Int. Clothing, namely socks, hats, gloves, shirts.
								
	United States of America	 	CLAIRE’S	 	Registered	 	78/975452	 	31-Jul-2002	 	2967212	 	12-Jul-2005	 	20 Int. Containers made primarily of plastic for holding trinkets and coins.
								
	United States of America	 	CLAIRE’S	 	Registered	 	74/518090	 	28-Apr-1994	 	1929317	 	24-Oct-1995	 	05 Int. Ear drops for application on pierced ears.
								
	United States of America	 	CLAIRE’S	 	Registered	 	78/975382	 	01-Jul-2003	 	2974652	 	19-Jul-2005	 	35 Int. Issuing gift certificates which may be redeemed for goods.
								
	United States of America	 	CLAIRE’S	 	Registered	 	78/589527	 	17-Mar-2005	 	3319826	 	23-Oct-2007	 	03 Int. Personal care items, namely, razors, razor blades, shaving creams and foams, depilatories, fragrance, toothpaste, tooth brushes, dental floss, tooth whitener, mouthwash, breath fresheners, and make-up remover
cleansers.
								
	United States of America	 	CLAIRE’S	 	Registered	 	78/149317	 	31-Jul-2002	 	3190839	 	02-Jan-2007	 	35 Int. retail store services dealing in notions, cosmetics, jewelry, stationery products, hair goods, clothing accessories and the like primarily for women and girls
								
	United States of America	 	CLAIRE’S	 	Registered	 	78/975446	 	31-Jul-2002	 	2908857	 	07-Dec-2004	 	09 Int. Cell phone holders.
								
	United States of America	 	CLAIRE’S	 	Registered	 	78/975448	 	31-Jul-2002	 	2996103	 	13-Sep-2005	 	14 Int. jewelry, belly chains, bracelets, toe rings, body clips, ear cuffs, earring holders.


 

	2 	Pursuant to this Agreement, CBI sells, transfers, conveys and assigns to Holdings an undivided 17.5% ownership interest in and to the US Claire’s Marks, including the federal registrations set forth on this Exhibit
A. Holdings acknowledges that CBI has retained and shall continue to own an undivided 82.5% ownership interest in and to the US Claire’s Marks, including the federal registrations set forth on this Exhibit A. 


  
 19 









															
								
	United States of America	 	CLAIRE’S	 	Registered	 	78/975453	 	04-Nov-2003	 	2900024	 	02-Nov-2004	 	24 Int. Pillows, pillow cases.
								
	United States of America	 	CLAIRE’S	 	Registered	 	78/269386	 	01-Jul-2003	 	2978984	 	26-Jul-2005	 	16 Int. stationery
								
	United States of America	 	CLAIRE’S	 	Registered	 	74/512656	 	14-Apr-1994	 	1891172	 	25-Apr-1995	 	25 Int. Women’s stockings
								
	United States of America	 	CLAIRE’S	 	Registered	 	78/975455	 	31-Jul-2002	 	2908861	 	07-Dec-2004	 	26 Int. Hair accessories, namely, barrettes, hair bows, hair ornaments, claw clips, head wraps.
								
	United States of America	 	CLAIRE’S & CIRCLE A Design	 	Registered	 	76/064166	 	06-Jun-2000	 	2623039	 	24-Sep-2002	 	35 Int. Retail store services dealing in men and women’s jewelry, wallets, key chains, sunglasses, removable tattoos, hats, notions, clothing, women’s clothing, women’s clothing accessories, namely, handkerchiefs,
scarves, jewelry, hair bands, hair goods, cosmetics, and perfumes.
								
	United States of America	 	 CLAIRE’S
 ACCESSORIES
	 	Registered	 	74/619578	 	10-Jan-1995	 	1956047	 	13-Feb-1996	 	42 Int. Retail store services featuring ladies accessories.
								
	United States of America	 	 CLAIRE’S
 ACCESSORIES
	 	Registered	 	74/586876	 	18-Oct-1994	 	1946557	 	09-Jan-1996	 	42 Int. Retail store services featuring ladies clothing accessories and jewelry.
								
	United States of America	 	CLAIRE’S ACCESSORIES & CIRCLE A Design	 	Registered	 	75/331385	 	28-Jul-1997	 	2294937	 	30-Nov-1999	 	35 Int. Retail store services dealing with men’s and women’s jewelry, wallets, key chains, sunglasses, removable tattoos, hats, notions, clothing including women’s clothing, perfumes, hair goods and
handkerchiefs.
								
	United States of America	 	CLAIRE’S BOUTIQUES & Design	 	Registered	 	73/653581	 	06-Apr-1987	 	1514045	 	22-Nov-1988	 	42 Int. Retail store services for the sale of lady accessories.
								
	United States of America	 	CLAIRE’S CLUB	 	Registered	 	78/975466	 	09-Oct-2002	 	2908866	 	07-Dec-2004	 	18 Int. Bags, namely, backpacks, tote bags and wallets.
								
	United States of America	 	CLAIRE’S CLUB	 	Registered	 	78/975462	 	09-Oct-2002	 	2908863	 	07-Dec-2004	 	09 Int. Sunglasses; telephones.
								
	United States of America	 	CLAIRE’S CLUB	 	Registered	 	78/975461	 	09-Oct-2002	 	2908862	 	07-Dec-2004	 	03 Int. Cosmetics.
								
	United States of America	 	CLAIRE’S CLUB	 	Registered	 	78/172438	 	09-Oct-2002	 	2908191	 	07-Dec-2004	 	26 Int. hair goods, namely, clips, hair bows, ponytail twisters, hair bands, hair claws, snap clips, snap tops, salon clips, bobby pins; artificial flower bridal bouquets
								
	United States of America	 	CLAIRE’S CLUB	 	Registered	 	78/554003	 	26-Jan-2005	 	3343775	 	27-Nov-2007	 	35 Int. Retail services featuring notions, cosmetics, jewelry, hair care products, hair goods, clothing and accessories, toiletry products, jewelry, stationery products, automobile accessories, removable tattoos, pillows, pillow
cases, cell phone holders, furniture accessories, inflatable furniture, incense, incense holders, incense sticks and cones, candles, containers for trinkets and coins, toys, bags, wallets, key chains, sunglasses, stockings, personal care
items
								
	United States of America	 	CLAIRE’S CLUB	 	Registered	 	78/975464	 	09-Oct-2002	 	2908865	 	07-Dec-2004	 	14 Int. Tiaras, jewelry, earrings, necklaces, bracelets, and bracelets, necklaces and earrings sold in combination.


  
 20 









															
	United States of America	 	CLAIRE’S CLUB	 	Registered	 	78/975469	 	09-Oct-2002	 	2908868	 	07-Dec-2004	 	25 Int. Hair goods, namely, bridal veils, floral head wreaths, headbands, head wraps, head scarves; apparel, namely, gloves, boas, footwear; slippers; flip flops; dress up shoes; dresses, capes, baseball hats and caps, visors,
cowboy hats, socks belts.
								
	United States of America	 	CLAIRE’S ETC.	 	Registered	 	75/057738	 	14-Feb-1996	 	2065959	 	27-May-1997	 	42 Int. Retail store services dealing in men’s and women’s jewelry, wallets, key chains, sunglasses, removable tatoos, hats, notions, clothing, women’s clothing and accessories, perfumes, hair goods, and
handkerchiefs.
								
	United States of America	 	CLAIRE’S ETC.	 	Registered	 	75/079178	 	27-Mar-1996	 	2064149	 	20-May-1997	 	42 Int. Retail store services dealing in men’s and women’s jewelry, wallets, key chains, sunglasses, removable tattoos, hats, notions, clothing, women’s clothing and accessories, perfumes, hair goods, and
handkerchiefs.
								
	United States of America	 	CLAIRE’S Logo	 	Registered	 	77/560510	 	02-Sep-2008	 	3602239	 	07-Apr-2009	 	35 Int. Retail store services featuring clothing, accessories and jewelry.
								
	United States of America	 	 CLAIRE’S
 OUTLET
	 	Registered	 	85/872707	 	11-Mar-2013	 	4610591	 	23-Sep-2014	 	35 Int. Retail store services featuring jewelry, notions, cosmetics, hair goods, clothing accessories, stationery products and the like
								
	United States of America	 	SECRET SANTA CIRCLE	 	Registered	 	85/173806	 	10-Nov-2010	 	4005371	 	02-Aug-2011	 	35 Int. Providing online retail store services featuring clothing and fashion accessories via a website that has a specific feature that allows users to give and receive purchases through anonymousgift exchanges
								
	United States of America	 	 SENSITIVE
 SOLUTIONS
	 	Registered	 	74/646373	 	13-Mar-1995	 	1951435	 	23-Jan-1996	 	14 Int. Jewelry.
								
	United States of America	 	ICING BY CLAIRE’S	 	Registered	 	78/618255	 	04-Apr-2005	 	3050863	 	01-Jan-2006	 	35 Int. Retail store services dealing in women’s clothing and accessories


  
 21 








 Exhibit D 

Confirmatory Icing Trademark Assignment Agreement 

[Attached] 

  
 22 








 Confirmatory Icing Trademark Assignment Agreement 

This Confirmatory Icing Trademark Assignment Agreement (the “Confirmatory Assignment”) is made this 20 day of September,
2016, by CBI Distributing Corp., a corporation organized and existing under the laws of Delaware (“CBI”), in favor of CLSIP Holdings LLC, a limited liability company organized and existing under the laws of Delaware, and having a business
address of 2400 West Central Road, Hoffman Estates, IL 60192 (“Holdings”). 
 A. Pursuant to the Intellectual Property
Assignment Agreement executed by the parties on September 20, 2016 (the “Effective Date”), CBI sold, transferred, conveyed, and assigned to Holdings all of its right, title, and interest in and to the ICING
marks covered by the United States federal registrations listed on Schedule A, and any existing variation of these marks used solely in the United States and all common law rights to same (the “US Icing Marks”), together with
the goodwill of the businesses associated therewith; and 
 B. This Confirmatory Assignment is being executed to confirm and memorialize in
writing the earlier transfer of the US Icing Marks. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which is acknowledged, CBI confirms having sold, transferred, conveyed, and assigned to Holdings, as of the Effective Date, all of CBI’s right, title, and interest in and to the US Icing Marks, including without limitation all goodwill
associated with the business symbolized by the US Icing Marks, and all rights and claims (whether known or unknown, contingent or accrued) against third parties resulting from, arising out of, or otherwise with respect to
any of the US Icing Marks. CBI authorizes and requests that the Commissioner of Patents and Trademarks of the United States record Holdings as the owner of the United States federal registrations listed on Schedule A. 

IN WITNESS WHEREOF, CBI has executed this Confirmatory Assignment effective as of the Effective Date. 

 

			
	CBI Distributing Corp.
	
	 /s/ Stephen Sernett

	Name:	 	Stephen Sernett
	Title:	 	 Vice President and
 Associate General
Counsel

		
	Date:	 	September 20, 2016


  
 23 








 Schedule A 

 

															
	 Country
	 	 Trademark
	 	 Status
	 	 App. No.
	 	 App.

Date
	 	 Reg. No.
	 	 Reg.

Date
	 	 Class/Goods

	United States of America	 	ICING	 	Registered	 	77/473939	 	14-May-2008	 	3743653	 	02-Feb-2010	 	 03 Int. Cosmetics, namely, nail polish, lip color, lip gloss, foundation, blush, eyeliner, cosmetic pencils, eye shadow, mascara, face
powders, bronzers; fragrances, all sold exclusively in Icing by Claire’s stores
  

09 Int. Sunglasses; cellular phone cases.
  

14 Int. Jewelry, namely, earrings; necklaces; bracelets; rings; ornamental pins; watches; charms; jewelry cases.

 
 18 Int. for Clutch purses; cosmetic cases sold empty; handbags, key cases; purses;
shoulder bags; coin purses; leather key chains; imitation leather key chains; wallets.
  

20 Int. Picture frames; non-metal and non-leather key-chains
  

25 Int. Clothing, namely socks, hats, gloves, shirts; footwear; head scarves
  

26 Int. Hair accessories, namely, barrettes, hair bows, hair ornaments, hair ornaments in the nature of hair wraps, hair pins, hair clips

 
 35 Int. Retail store services featuring jewelry, women’s clothing, purses,
accessories, footwear, cosmetics, picture frames

								
	United States of America	 	 ICING
 OUTLET
	 	Registered	 	85/872705	 	11-Mar-2013	 	4544654	 	03-Jun-2014	 	35 Int. Retail store services featuring jewelry, notions, cosmetics, hair accessories, clothing accessories, and stationery products.
								
	United States of America	 	 ICING
 STYLIZED
	 	Registered	 	85/831738	 	24-Jan-2013	 	4610511	 	23-Sep-2014	 	 03 Int. Soap; bath lotions; cleaning preparations, excluding hair care preparations; shoe cream; leather cleaning preparations; emery paper;
pumice stones for personal use; perfumery; cosmetics; cosmetics kits and make-up kits comprised of lipstick, lip gloss, lip liner, eye shadow, makeup palettes, eyeliner, blush, face powder and foundations; makeup; non-medicated toiletries; perfumes;
lipstick; lip gloss; nail polish; rouge; depilatories; shaving preparations; make- up removal preparations; antiperspirants; incense; air fragrancing preparations; powder having reflective qualities for topical application to the skin or hair for
cosmetic purposes; nail stickers
  
 09 Int. Sunglasses; telephones; compact discs and
optical discs featuring music and music videos; cell phone straps; telephone covers not made of paper; cell phone holders; DVDs featuring music and music videos.
  

14 Int. Jewelry, rings, necklaces, bracelets, earrings, tiaras, belly chains, toe rings, body clips, ear cuffs, earring holders, ornamental pins; jewelry
brooches.
  
 16 Int. Instructional books relating to hairstyling, personal accessories,
fashions and clothing fashions.
  
 18 Int. Handbags; purses; wallets; backpacks; school
bags; reusable shopping bags; umbrellas; key cases; vanity cases, not fitted.
  



  
 24 









															
	 Country
	 	 Trademark
	 	 Status
	 	 App. No.
	 	 App.

Date
	 	 Reg. No.
	 	 Reg.

Date
	 	 Class/Goods

		 		 		 		 		 		 		 	 21 Int. Hair brushes; combs; large tooth hair combs; mugs, not of precious metal; drinking glasses; beverage glassware for daily use,
including cups as well as plates, pots and glass jars; sponges for household purposes; candlesticks; cosmetic brushes; applicator sticks for applying make-up; wands for applying lip gloss; china ornaments; baskets for domestic use, not of metal;
water bottles sold empty; pottery, namely, mugs and bowls; candle holders; incense holders in the nature of incense burners.
  

25 Int. Clothing, namely, shirts, pants, coats, dresses and pajamas; bathing suits; rainwear; gymnastic shoes; footwear, headwear; stockings; gloves; scarves;
belts; sashes.
  
 26 Int. Hair ornaments, brooches for clothing, belt buckles, buttons,
hair curlers, other than hand implements, lace and embroidery, ribbons, barrettes, hair bows, hair pins, claw clips, hair ornaments in the nature of hair wraps.
  

28 Int. Toy animals; board games; dolls; plush toys.
  

35 Int. Retail store services featuring jewelry, notions, cosmetics, hair accessories, clothing accessories and stationery products.

								
	United States of America	 	THE ICING	 	Registered	 	73/642264	 	20-Feb-1987	 	1466727	 	24-Nov-1987	 	42 Int. Retail clothing and clothing accessory store services.
								
	United States of America	 	THE ICING	 	Registered	 	77/329699	 	14-Nov-2007	 	3461876	 	08-Jul-2008	 	35 Int. Retail store services featuring clothing, accessories and jewelry.
								
	United States of America	 	THE ICING ACCESSORIES & DESIGN	 	Registered	 	75/201596	 	21-Nov-1996	 	2234841	 	23-Mar-1999	 	35 Int. Retail store services featuring jewelry, women’s clothing and accessories.


  
 25 








 Exhibit E 

Confirmatory Domain Name Assignment Agreement 

[Attached] 

  
 26 








 Confirmatory Domain Name Assignment Agreement 

This Confirmatory Domain Name Assignment Agreement (the “Confirmatory Assignment”) is made this 20 day of September, 2016, by
CBI Distributing Corp., a corporation organized and existing under the laws of Delaware (“CBI”), in favor of CLSIP Holdings LLC, a limited liability company organized and existing under the laws of Delaware (“Holdings”).

 A Pursuant to the Intellectual Property Assignment Agreement executed by the parties on September 20, 2016 (the “Effective
Date”), CBI sold, transferred, conveyed, and assigned to Holdings all of its right, title, and interest in and to the domain names listed on Schedule A (the “Domain Names”); and 

B. This Confirmatory Assignment is being executed to confirm and memorialize in writing the earlier transfer of the Domain Names. 

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged, CBI confirms having sold, transferred,
conveyed, and assigned to Holdings, as of the Effective Date, all of CBI’s right, title, and interest in and to the Domain Names, and all rights and claims (whether known or unknown, contingent or accrued) against third parties resulting from,
arising out of, or otherwise with respect to any of the Domain Names. CBI authorizes and requests that any applicable Internet domain name registry record Holdings as the owner of the Domain Names listed on Schedule A. 

IN WITNESS WHEREOF, CBI has executed this Confirmatory Assignment effective as of the Effective Date. 

 

			
	CBI Distributing Corp.
	
	 /s/ Stephen Sernett

	Name:	 	Stephen Sernett
	Title:	 	 Vice President and
 Associate General
Counsel

		
	Date:	 	September 20, 2016


  
 27 








 Schedule A 

 

			
	blingyourbff.com	  	clairestores.biz
	claires.adult	  	clairestores.com
	claires.biz	  	clairestores.info
	claires.blackfriday	  	clairestores.us
	claires.boutique	  	icing.biz
	claires.career	  	icing.blackfriday
	claires.careers	  	icing.boutique
	claires.com	  	icing.career
	claires.info	  	icing.careers
	claires.jobs	  	icing.com
	claires.marketing	  	icing.fashion
	claires.net	  	icing.info
	claires.org	  	icing.marketing
	claires.porn	  	icing.social
	claires.social	  	icing.us
	claires.us	  	icing.xxx (blocked)
	claires.xxx (blocked)	  	icingbyclaires.com
	clairesaccessories.biz	  	icingice.com
	clairesaccessories.com	  	icings.biz
	clairesaccessories.info	  	icings.info
	clairesaccessories.us	  	icings.us
	clairesboutique.biz	  	itsatclaires.com
	clairesboutique.info	  	secretsantacircle.com
	clairesboutique.us	  	theicing.biz
	clairesboutiques.biz	  	theicing.com
	clairesboutiques.com	  	theicing.info
	clairesboutiques.info	  	theicing.net
	clairesboutiques.us	  	theicing.org
	clairescareers.com	  	theicing.us
	clairesclub.com	  	
	 clairescorp.com
 clairescorporation.com

clairesglobalstyle.com
	  	
	clairesglobalstyles.com	  	
	 clairesinc.com
 clairesint.com

clairesmail.com
	  	
	clairesmail.net	  	
	 clairesmail.org
 clairespromstyle.com

clairesretail.com
 clairessa.com

clairesstores.biz
 clairesstores.info

clairesstores.us
	  	


  
 28 








 Exhibit B 
  


			
	Domain Names	  	
		
	 blingyourbff.com
	  	clairesstores.info
	 claires.adult
	  	clairesstores.us
	 claires.biz
	  	clairestores.biz
	 claires.blackfriday
	  	clairestores.com
	 claires.boutique
	  	clairestores.info
	 claires.career
	  	clairestores.us
	 claires.careers
	  	icing.biz
	 claires.com
	  	icing.blackfriday
	 claires.info
	  	icing.boutique
	 claires.jobs
	  	icing.career
	 claires.marketing
	  	icing.careers
	 claires.net
	  	icing.com
	 claires.org
	  	icing.fashion
	 claires.porn
	  	icing.info
	 claires. social
	  	icing.marketing
	 claires.us
	  	icing.social
	 claires.xxx (blocked)
	  	icing.us
	 clairesaccessories.biz
	  	icing.xxx (blocked)
	 clairesaccessories.com
	  	icingbyclaires.com
	 clairesaccessories.info
	  	icingice.com
	 clairesaccessories.us
	  	icings.biz
	 clairesboutique.biz
	  	icings.info
	 clairesboutique.info
	  	icings.us
	 clairesboutique.us
	  	itsatclaires.com
	 clairesboutiques.biz
	  	secretsantacircle.com
	 clairesboutiques.com
	  	theicing.biz
	 clairesboutiques.info
	  	theicing.com
	 clairesboutiques.us
	  	theicing.info
	 clairescareers.com
	  	theicing.net
	 clairesclub.com
	  	theicing.org
	 clairescorp.com
	  	theicing.us
	 clairescorporation.com

clairesglobalstyle.com

clairesglobalstyles.com

clairesinc.com

clairesint.com
	  	
	 clairesmail.com
	  	
	 clairesmail.net

clairesmail.org

clairespromstyle.com

clairesretail.com

clairessa.com

clairesstores.biz
	  	


  
 8 








 US Claire’s Marks1 

 

															
	 Country
	  	 Trademark
	  	 Status
	  	 App. No.
	  	 App.

Date
	  	 Reg. No.
	  	 Reg.

Date
	  	 Class/Goods

								
	United States of America	  	...IT’S AT CLAIRE’S	  	Registered	  	77/883682	  	01-Dec-2009	  	3817929	  	13-Jul- 2010	  	35 Int. Retail store services featuring jewelry, clothing, cosmetics, toiletries, hair goods and accessories, namely, hand bags, shoes, hats, belts, wallets, eyeglass cases, key chains, jewelry boxes, desk accessories, cell phone
accessories, pet accessories
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/975449	  	04-Nov-2003	  	2908859	  	07-Dec-2004	  	16 Int. Stationary, notebooks, address books, diaries, temporary tattoos, photo albums.
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/975445	  	31-Jul-2002	  	2951866	  	17-May-2005	  	03 Int. Cosmetics, namely lip gloss wands, lipstick, hair dyes, blush, antiperspirants, perfume balm, powder having reflective qualities for topical application to the skin or hair for cosmetic purposes, bath and body gels, bath and
body lotions, nail polish, hair lotions.
								
	United States of America	  	CLAIRE’S	  	Registered	  	74/517854	  	28-Apr-1994	  	1925359	  	10-Oct-1995	  	14 Int. Jewelry, namely earrings, necklaces, rings, bracelets, ornamental pins, and hair ornaments.
								
	United States of America	  	CLAIRE’S	  	Registered	  	74/517853	  	28-Apr-1994	  	1890335	  	18-Apr-1995	  	42 Int. Retail store services featuring ladies’ clothing accessories and jewelry.
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/975454	  	31-Jul-2002	  	2925470	  	08-Feb-2005	  	25 Int. Clothing, namely socks, hats, gloves, shirts.
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/975452	  	31-Jul-2002	  	2967212	  	12-Jul-2005	  	20 Int. Containers made primarily of plastic for holding trinkets and coins.
								
	United States of America	  	CLAIRE’S	  	Registered	  	74/518090	  	28-Apr-1994	  	1929317	  	24-Oct-1995	  	05 Int. Ear drops for application on pierced ears.
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/975382	  	01-Jul-2003	  	2974652	  	19-Jul-2005	  	35 Int. Issuing gift certificates which may be redeemed for goods.
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/589527	  	17-Mar-2005	  	3319826	  	23-Oct-2007	  	03 Int. Personal care items, namely, razors, razor blades, shaving creams and foams, depilatories, fragrance, toothpaste, tooth brushes, dental floss, tooth whitener, mouthwash, breath fresheners, and make-up remover
cleansers.
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/149317	  	31-Jul-2002	  	3190839	  	02-Jan- 2007	  	35 Int. retail store services dealing in notions, cosmetics, jewelry, stationery products, hair goods, clothing accessories and the like primarily for women and girls
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/975446	  	31-Jul-2002	  	2908857	  	07-Dec-2004	  	09 Int. Cell phone holders.
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/975448	  	31-Jul-2002	  	2996103	  	13-Sep-2005	  	14 Int. jewelry, belly chains, bracelets, toe rings, body clips, ear cuffs, earring holders.

  

	1 	Pursuant to this Agreement, Holdings sells, transfers, conveys and assigns to CLSIP an undivided 17.5% ownership interest in and to the US Claire’s Marks that Holdings acquired from CBI pursuant to the CBI
Assignment, including the federal registrations set forth on this Exhibit A. CLSIP acknowledges that CBI has retained and shall continue to own an undivided 82.5% ownership interest in and to the US Claire’s Marks, including the federal
registrations set forth on this Exhibit A. 


  
 9 









															
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/975453	  	04-Nov-2003	  	2900024	  	02-Nov-2004	  	24 Int. Pillows, pillow cases.
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/269386	  	01-Jul-2003	  	2978984	  	26-Jul- 2005	  	16 Int. stationery
								
	United States of America	  	CLAIRE’S	  	Registered	  	74/512656	  	14-Apr-1994	  	1891172	  	25-Apr-1995	  	25 Int. Women’s stockings
								
	United States of America	  	CLAIRE’S	  	Registered	  	78/975455	  	31-Jul-2002	  	2908861	  	07-Dec-2004	  	26 Int. Hair accessories, namely, barrettes, hair bows, hair ornaments, claw clips, head wraps.
								
	United States of America	  	CLAIRE’S & CIRCLE A Design	  	Registered	  	76/064166	  	06-Jun-2000	  	2623039	  	24-Sep-2002	  	35 Int. Retail store services dealing in men and women’s jewelry, wallets, key chains, sunglasses, removable tattoos, hats, notions, clothing, women’s clothing, women’s clothing accessories, namely, handkerchiefs,
scarves, jewelry, hair bands, hair goods, cosmetics, and perfumes.
								
	United States of America	  	 CLAIRE’S
 ACCESSORIES
	  	Registered	  	74/619578	  	10-Jan-1995	  	1956047	  	13-Feb-1996	  	42 Int. Retail store services featuring ladies accessories.
								
	United States of America	  	 CLAIRE’S
 ACCESSORIES
	  	Registered	  	74/586876	  	18-Oct-1994	  	1946557	  	09-Jan-1996	  	42 Int. Retail store services featuring ladies clothing accessories and jewelry.
								
	United States of America	  	CLAIRE’S ACCESSORIES & CIRCLE A Design	  	Registered	  	75/331385	  	28-Jul-1997	  	2294937	  	30-Nov-1999	  	35 Int. Retail store services dealing with men’s and women’s jewelry, wallets, key chains, sunglasses, removable tattoos, hats, notions, clothing including women’s clothing, perfumes, hair goods and
handkerchiefs.
								
	United States of America	  	CLAIRE’S BOUTIQUES & Design	  	Registered	  	73/653581	  	06-Apr-1987	  	1514045	  	22-Nov-1988	  	42 Int. Retail store services for the sale of lady accessories.
								
	United States of America	  	CLAIRE’S CLUB	  	Registered	  	78/975466	  	09-Oct-2002	  	2908866	  	07-Dec-2004	  	18 Int. Bags, namely, backpacks, tote bags and wallets.
								
	United States of America	  	 CLAIRE’S
 CLUB
	  	Registered	  	78/975462	  	09-Oct-2002	  	2908863	  	07-Dec-2004	  	09 Int. Sunglasses; telephones.
								
	United States of America	  	 CLAIRE’S
 CLUB
	  	Registered	  	78/975461	  	09-Oct-2002	  	2908862	  	07-Dec-2004	  	03 Int. Cosmetics.
								
	United States of America	  	 CLAIRE’S
 CLUB
	  	Registered	  	78/172438	  	09-Oct-2002	  	2908191	  	07-Dec-2004	  	26 Int. hair goods, namely, clips, hair bows, ponytail twisters, hair bands, hair claws, snap clips, snap tops, salon clips, bobby pins; artificial flower bridal bouquets
								
	United States of America	  	 CLAIRE’S
 CLUB
	  	Registered	  	78/554003	  	26-Jan-2005	  	3343775	  	27-Nov-2007	  	35 Int. Retail services featuring notions, cosmetics, jewelry, hair care products, hair goods, clothing and accessories, toiletry products, jewelry, stationery products, automobile accessories, removable tattoos, pillows, pillow
cases, cell phone holders, furniture accessories, inflatable furniture, incense, incense holders, incense sticks and cones, candles, containers for trinkets and coins, toys, bags, wallets, key chains, sunglasses, stockings, personal care
items
								
	United States of America	  	 CLAIRE’S
 CLUB
	  	Registered	  	78/975464	  	09-Oct-2002	  	2908865	  	07-Dec-2004	  	14 Int. Tiaras, jewelry, earrings, necklaces, bracelets, and bracelets, necklaces and earrings sold in combination.


  
 10 









															
								
	United States of America	  	CLAIRE’S CLUB	  	Registered	  	78/975469	  	09-Oct-2002	  	2908868	  	07-Dec-2004	  	25 Int. Hair goods, namely, bridal veils, floral head wreaths, headbands, head wraps, head scarves; apparel, namely, gloves, boas, footwear; slippers; flip flops; dress up shoes; dresses, capes, baseball hats and caps, visors,
cowboy hats, socks belts.
								
	United States of America	  	CLAIRE’S ETC.	  	Registered	  	75/057738	  	14-Feb-1996	  	2065959	  	27-May-1997	  	42 Int. Retail store services dealing in men’s and women’s jewelry, wallets, key chains, sunglasses, removable tatoos, hats, notions, clothing, women’s clothing and accessories, perfumes, hair goods, and
handkerchiefs.
								
	United States of America	  	CLAIRE’S ETC.	  	Registered	  	75/079178	  	27-Mar-1996	  	2064149	  	20-May-1997	  	42 Int. Retail store services dealing in men’s and women’s jewelry, wallets, key chains, sunglasses, removable tattoos, hats, notions, clothing, women’s clothing and accessories, perfumes, hair goods, and
handkerchiefs.
								
	United States of America	  	CLAIRE’S Logo	  	Registered	  	77/560510	  	02-Sep-2008	  	3602239	  	07-Apr-2009	  	35 Int. Retail store services featuring clothing, accessories and jewelry.
								
	United States of America	  	 CLAIRE’S
 OUTLET
	  	Registered	  	85/872707	  	11-Mar-2013	  	4610591	  	23-Sep-2014	  	35 Int. Retail store services featuring jewelry, notions, cosmetics, hair goods, clothing accessories, stationery products and the like
								
	United States of America	  	SECRET SANTA CIRCLE	  	Registered	  	85/173806	  	10-Nov-2010	  	4005371	  	02-Aug-2011	  	35 Int. Providing online retail store services featuring clothing and fashion accessories via a website that has a specific feature that allows users to give and receive purchases through anonymousgift exchanges
								
	United States of America	  	 SENSITIVE
 SOLUTIONS
	  	Registered	  	74/646373	  	13-Mar-1995	  	1951435	  	23-Jan- 1996	  	14 Int. Jewelry.
								
	United States of America	  	ICING BY CLAIRE’S	  	Registered	  	78/618255	  	04-Apr-2005	  	3050863	  	01-Jan-2006	  	35 Int. Retail store services dealing in women’s clothing and accessories


  
 11 








 US Icing Marks 
  

															
	 Country
	  	 Trademark
	  	 Status
	  	 App No.
	  	 App.

Date
	  	 Reg. No.
	  	 Reg.

Date
	  	 Class/Goods

								
	United States of America	  	ICING	  	Registered	  	77/473939	  	14-May-2008	  	3743653	  	02-Feb-2010	  	 03 Int. Cosmetics, namely, nail polish, lip color, lip gloss, foundation, blush, eyeliner, cosmetic pencils, eye shadow, mascara, face
powders, bronzers; fragrances, all sold exclusively in Icing by Claire’s stores
  

09 Int. Sunglasses; cellular phone cases.
  

14 Int. Jewelry, namely, earrings; necklaces; bracelets; rings; ornamental pins; watches; charms; jewelry cases.

 
 18 Int. for Clutch purses; cosmetic cases sold empty; handbags, key cases; purses;
shoulder bags; coin purses; leather key chains; imitation leather key chains; wallets.
  

20 Int. Picture frames; non-metal and non-leather key-chains
  

25 Int. Clothing, namely socks, hats, gloves, shirts; footwear; head scarves
  

26 Int. Hair accessories, namely, barrettes, hair bows, hair ornaments, hair ornaments in the nature of hair wraps, hair pins, hair clips

 
 35 Int. Retail store services featuring jewelry, women’s clothing, purses,
accessories, footwear, cosmetics, picture frames

								
	United States of America	  	 ICING
 OUTLET
	  	Registered	  	85/872705	  	11-Mar-2013	  	4544654	  	03-Jun-2014	  	35 Int. Retail store services featuring jewelry, notions, cosmetics, hair accessories, clothing accessories, and stationery products.
								
	United States of America	  	 ICING
 STYLIZED
	  	Registered	  	85/831738	  	24-Jan-2013	  	4610511	  	23-Sep-2014	  	 03 Int. Soap; bath lotions; cleaning preparations, excluding hair care preparations; shoe cream; leather cleaning preparations; emery paper;
pumice stones for personal use; perfumery; cosmetics; cosmetics kits and make-up kits comprised of lipstick, lip gloss, lip liner, eye shadow, makeup palettes, eyeliner, blush, face powder and foundations; makeup; non-medicated toiletries; perfumes;
lipstick; lip gloss; nail polish; rouge; depilatories; shaving preparations; make- up removal preparations; antiperspirants; incense; air fragrancing preparations; powder having reflective qualities for topical application to the skin or hair for
cosmetic purposes; nail stickers
  
 09 Int. Sunglasses; telephones; compact discs and
optical discs featuring music and music videos; cell phone straps; telephone covers not made of paper; cell phone holders; DVDs featuring music and music videos.
  

14 Int. Jewelry, rings, necklaces, bracelets, earrings, tiaras, belly chains, toe rings, body clips, ear cuffs, earring holders, ornamental pins; jewelry
brooches.
  
 16 Int. Instructional books relating to hairstyling, personal accessories,
fashions and clothing fashions.
  
 18 Int. Handbags; purses; wallets; backpacks; school
bags; reusable shopping bags; umbrellas; key cases; vanity cases, not fitted.



  
 12 









															
	 Country
	  	 Trademark
	  	 Status
	  	 App. No.
	  	 App.

Date
	  	 Reg. No.
	  	 Reg.

Date
	  	 Class/Goods

		  		  		  		  		  		  		  	 21 Int. Hair brushes; combs; large tooth hair combs; mugs, not of precious metal; drinking glasses; beverage glassware for daily use,
including cups as well as plates, pots and glass jars; sponges for household purposes; candlesticks; cosmetic brushes; applicator sticks for applying make-up; wands for applying lip gloss; china ornaments; baskets for domestic use, not of metal;
water bottles sold empty; pottery, namely, mugs and bowls; candle holders; incense holders in the nature of incense burners.
  

25 Int. Clothing, namely, shirts, pants, coats, dresses and pajamas; bathing suits; rainwear; gymnastic shoes; footwear, headwear; stockings; gloves; scarves;
belts; sashes.
  
 26 Int. Hair ornaments, brooches for clothing, belt buckles, buttons,
hair curlers, other than hand implements, lace and embroidery, ribbons, barrettes, hair bows, hair pins, claw clips, hair ornaments in the nature of hair wraps.
  

28 Int. Toy animals; board games; dolls; plush toys.
  

35 Int. Retail store services featuring jewelry, notions, cosmetics, hair accessories, clothing accessories and stationery products.

								
	United States of America	  	THE ICING	  	Registered	  	73/642264	  	20-Feb-1987	  	1466727	  	24-Nov-1987	  	42 Int. Retail clothing and clothing accessory store services.
								
	United States of America	  	THE ICING	  	Registered	  	77/329699	  	14-Nov-2007	  	3461876	  	08-Jul-2008	  	35 Int. Retail store services featuring clothing, accessories and jewelry.
								
	United States of America	  	THE ICING ACCESSORIES & Design	  	Registered	  	75/201596	  	21-Nov-1996	  	2234841	  	23-Mar-1999	  	35 Int. Retail store services featuring jewelry, women’s clothing and accessories.


  
 13 








 Exhibit C 

Mobile Application Agreement 

[Attached] 

  
 14 








 PREDICTSPRING, INC. 

CUSTOMER AGREEMENT 
  

					
	Customer: CBI Distributing Corp.	  	Customer: CBI Distributing Corp.	  	PredictSpring Inc
	  	 Contact: Brian Thompson
 Address: 2400 W.
Central Rd,
               Hoffman Estates, IL 60192
	  	Contact: Nitin Mangtani
 Address: 447 Rinconada Court

                Los Altos, CA 94022

	  	Phone: 847.765.1470	  	Phone: 650-917-9052
	  	Fax: 847-765-7221	  	Fax:
	  	E-Mail: brian.thompson@claires.com	  	E-Mail; nitm@predictspring.com

 Fees: 
  

	 	•	 	For up to 100,000 app installs across Android and iPhone smart phones, if Customer opts to pay on a monthly basis the fee is $5,000 per month (the “Monthly Payment Option”), and if Customer opts to pay as a
one-time upfront payment the total annual fee will be reduced to $50,000 (the “One Time Payment Option”). 

  

	 	•	 	For the Monthly Payment Option, payment is $5000 per month, invoiced for each month on the 7th day of that month. 

  

	 	•	 	For the One Time Payment Option, payment is $50,000 invoiced upon Ml execution of this Agreement 

  

	 	•	 	Customer’s Selected Option (Customer to check one of the following): 

  ̈ Monthly Payment Option 
 x One Time Payment
Option 
  

	 	•	 	After the Initial Term (as defined below) Customer’s selected billing/payment option shall always default to the Monthly Payment Option unless or until Customer provides written notice selecting the One Time
Payment Option, and at that point the payment of $50,000 will be invoiced for the twelve (12) months beginning on the first day of the calendar month immediately following PredictSpring’s receipt of Customer’s notice. 


Term: 
  

	 	•	 	One (1) year from the Effective Date (“Initial Term”), with cancellation any time after the Initial Term by either party with at least thirty (30) days prior written notice to the other party.


 This Customer Agreement (“Agreement”) is entered into by and between PredictSpring, Inc. (“PredictSpring”) and the
Customer listed above (“Customer”). This Agreement and the Terms and Conditions attached hereto set forth the entire understanding of the parties with respect to the subject matter described herein and constitutes the entire agreement
between the parties, which shall be effective as of 4/6, 2015 (“Effective Date”). There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.

  

									
	CBI Distributing Corp.	  		  	PredictSpring, Inc.
					
	By:	 	 /s/ Brin Thompson
	  		  	By:	 	 /s/ Nitin Mangtani

	Name:	 	Brin Thompson	  		  	Name:	 	Nitin Mangtani
	Title:	 	Group Director Digital	  		  	Title:	 	CEO








 TERMS AND CONDITIONS 

 

 1. Services. 

1.1 Subject to the terms and conditions of this Agreement, PredictSpring will provide Customer with access to its mobile commerce platform that provides
(1) mobile application development and publishing services (the “Development Services”) for Customer to build native iOS and Android applications (“Applications”) and (2) hosting and support services for Application
deployment described in Exhibit B (the “Subscription Services”) (the Development Services together with the Platform (defined below) and Subscription Services, the “Service(s)”). PredictSpring’s mobile commerce platform
described in this section shall be referred to as the “Platform.” 
 1.2 Customer will cooperate with PredictSpring in connection with the
performance of this Agreement by making available such personnel and information as may be reasonably required by PredictSpring in providing the Services. Each party understands that the other party’s performance is dependent in part on its
actions. Accordingly, each party will timely provide the other party with necessary items and assistance in connection with performance required under this Agreement. PredictSpring shall determine the time, place, methods, details and means of
performing the Services, provided no such decision will relieve PredictSpring in any way of its obligation to perform Services in accordance with this Agreement. Customer will also cooperate with PredictSpring in establishing a password or other
procedures for verifying that only designated employees of Customer have access to any administrative functions of the Services. Customer will be responsible for maintaining the security of Customer’s account with PredictSpring, passwords
(including administrative and user passwords) and files, and for all uses of Customer’s account, in accordance with Customer’s standard practices in use for its own security related responsibilities outside of this Agreement. Customer
shall not share with any third party any such account or password without the prior written consent of PredictSpring. 
 Service Level Agreement.
PredictSpring will use commercially reasonable efforts to make the Subscription Services available in accordance with the Service Level Agreement attached hereto as Exhibit A. Customer’s remedies for failure to meet the SLA are set forth
in Exhibit A. 
 2. Customer Obligations. 
 2.1 Customer
hereby authorizes and grants PredictSpring a right and license to, according to Customer’s specific instructions, (i) submit its Application on Customer’s behalf to the applicable third party platform (“3rd Party Platform”), (ii) upgrade or update its Platform resource files, to the extent such upgrade or update is applicable and/or required or as otherwise permitted by this Agreement (such
upgrades or updates to be referred to as the “Upgrades”), and (iii) remove an Application from the 3rd Party Platform. Customer acknowledges and agrees that PredictSpring cannot
guarantee the acceptance of an Application by any 3rd Party Platform. Customer is responsible for complying with all applicable terms of use, standards or guidelines of all applicable 3rd Party Platforms (“Platform Guidelines”). Notwithstanding anything otherwise written, all Upgrades will be provided at no additional charge to Customer. 

2.2 Customer may not knowingly provide to any person or export or re-export or allow the export or re-export of the Services or anything related thereto or any
direct product thereof in violation of any applicable laws or regulations. Customer’s use of the Services and all Customer Content (as defined below) will comply with all



 applicable laws and regulations. PredictSpring will have no responsibility and will not be liable for Customer
or its end users’ use of the Services in violation of the foregoing. Customer is and will be at all times responsible for all distribution channels and other methods of offering Applications to end users. PredictSpring will not publish any
Application which violates any applicable law or Platform Guideline. 
 3. Confidentiality: Restrictions. Each party (the “Receiving Party”)
understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary
Information” of the Disclosing Party). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except as expressly permitted herein) or divulge to any third person
any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after two (2) years (except that in the case of trade secrets, the confidentiality obligations will continue until
such information is no longer considered a trade secret) following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known
by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or
(e) is required by law. Further, except as expressly authorized by PredictSpring, Customer will not, and will not permit any third party to reverse engineer or otherwise attempt to discover the source code or underlying structure or algorithms
of the Services, including the Applications (except to the extent such restrictions are contrary to applicable law), modify or create derivative works based on the Services, or otherwise use the Services outside of the scope permitted under this
Agreement. 
 4. Intellectual Property Rights. 
 4.1
PredictSpring owns and will retain all right, title and interest in and to the Services, including PredictSpring’s Platform, mobile workbench, and Applications. No rights are granted to the Customer hereunder other than as expressly set forth
herein. As between the parties, Customer Content (as defined below) will be owned by Customer. Customer will be solely responsible for the accuracy, quality, integrity and legality of Customer Content. Customer hereby grants to PredictSpring a
limited, non-exclusive, worldwide license to use, reproduce, create derivative works of distribute, publicly perform and display Customer Content solely to provide the Services to Customer. “Customer Content” means any information, data,
graphics, content and other materials provided or made available to PredictSpring by Customer or Customer’s end users in the course of receiving or using Services. 

4.2 PredictSpring shall have the right to collect and analyze data and other information relating to the use and performance of various aspects of the Services
and related systems and technologies and PredictSpring will be free to (i) use such information and data (during and after the term hereof) to improve and enhance the Services and for other development, diagnostic and corrective purposes in
connection with the Services and other PredictSpring offerings, and (ii) use and disclose such data in aggregate or other anonymous and de-identified form for marketing purposes and otherwise in connection with its business. Further, if you
provide PredictSpring any feedback, ideas, concepts or suggestions about PredictSpring’s Services, business, technology or Confidential


 









 Information (“Feedback”), you grant PredictSpring, without charge, the fully paid-up, irrevocable
right and license to use, share, commercialize and otherwise fully exercise and exploit your Feedback and all related rights (and to allow others to do so) in any way and for any purpose. These rights survive termination of this Agreement in
perpetuity. 
 5. Payment of Fees. Customer will pay PredictSpring the Fees set forth in this Agreement. Payment will be due within thirty
(30) days of Customer’s receipt of a valid invoice. Unpaid Fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, if such unpaid Fees remain open at least fifteen
(15) days after PredictSpring’s express written notice to Customer regarding such unpaid fees. Further, if Customer has not paid any unpaid Fees within fifteen (15) days of PredictSpring’s express written notice, PredictSpring
may restrict or suspend Customer’s access to the Services until the time Customer’s payment for unpaid Fees is received. Customer is solely responsible for collecting and paying any fees associated with transactions between Customer’s
end users and Customer. 
 6. Termination. Either party may terminate this Agreement upon written notice to the other party if the other party
materially breaches this Agreement and does not cure such breach within thirty (30) days after receiving written notice of such breach. Either party may terminate this Agreement, upon written notice, (i) upon the institution by or against
the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party’s making an assignment for the benefit of creditors, or (iii) upon the other party’s dissolution or ceasing to do business.
Termination or expiration of this Agreement shall not affect any rights or obligations of the parties, including the payment of amounts due, which have accrued up to the date of such termination or expiration. All fees are no-refundable except as
expressly stated herein. Upon termination or expiration of this Agreement, the provisions of Sections 4, 4, 6, 8, 9, and 10 shall survive and shall continue in full force and effect in accordance with their terms. Notwithstanding any other provision
of this Agreement, if Monthly Uptime Percentage (as defined in Exhibit A) for any month of this Agreement is lower than 95% percent (95%), that qualifies as a material breach hereunder, and if such breach leads to Customer’s termination of this
Agreement in accordance with this Section 6, PredictSpring will refund any amount paid by Customer covering any time after such termination date. 
 7.
Warranties: Disclaimer. 
 7.1 Each party represents and warrants that: (a) any and all activities it undertakes in connection with this
Agreement shall be performed in compliance with all applicable laws and regulations, including, without limitation, data privacy laws and regulations; and (b) their materials provided or included as part of the Services does not infringe any
third party intellectual property right. 
 7.2 PREDICTSPRING MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT PREDICTSPRING DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR
THAT PERFORMANCE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE INCLUDING ANY ERRORS OR OMISSIONS IN THE SEARCH RESULTS OBTAINED THROUGH USE OF THE SERVICES.



 8. Limitation of Liability. EXCEPT FOR BREACH OF SECTIONS 3 (CONFIDENTIALITY) OR 4.1 (INTELLECTUAL
PROPERTY RIGHTS), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR (A) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE DELAY OR INABILITY TO USE THE SERVICES (INCLUDING LOST PROFITS) OR
(B) ANY OTHER DAMAGES IN EXCESS OF TEN THOUSAND DOLLARS ($10,000), IN EACH CASE WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE FOREGOING LIMITATIONS
WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, BUT IN NO WAY WILL APPLY TO ANY INJURY OR DEATH TO ANY PERSON OR DAMAGE TO ANY PROPERTY CAUSED BY GROSS
NEGLIGENCE OR WILFUL MISCONDUCT. 
 9. Publicity. PredictSpring may use Customer’s name and logo on PredictSpring’s website and marketing
materials to identify Customer as a customer of PredictSpring. PredictSpring may issue a press release regarding this Agreement and the relationship between the parties, subject to Customer’s prior approval (not to be unreasonably withheld).

 10. Indemnification. 
 10.1 PredictSpring agrees to
indemnify, defend, and hold harmless Customer against any liabilities, damages and costs (including reasonable attorneys’ fees) payable to a third party arising out of a third party claim alleging that the Application as provided by
PredictSpring (excluding any Customer Content) infringe any third party intellectual property right. 
 10.2 Notwithstanding the foregoing, PredictSpring
will have no obligation under this section or otherwise with respect to any infringement claim to the extent based upon (i) any unauthorized use, reproduction, or distribution of the Application or any breach of this Agreement by Customer,
(ii) any combination of the Application with other products, equipment, software, uses or data not supplied, authorized or recommended by PredictSpring, (iii) any modification of the Application by any person other than PredictSpring or
its authorized agents or contractors or (iv) any activity after PredictSpring has provided Customer with a work around or modification that would have avoided such issue without materially adversely affecting the functionality or availability
of the Application. If PredictSpring reasonably believes that all or any portion of the Application, or the use thereof, is likely to become the subject of any infringement claim, suit or proceeding, PredictSpring will procure, at
PredictSpring’s expense, for Customer the right to continue using the Services in accordance with the terms hereof, replace or modify the allegedly infringing Application to make it non-infringing, or, in the event the preceding is infeasible
or not commercially practicable, PredictSpring may, in its sole discretion, terminate this Agreement upon written notice to Customer and refund to Customer any prepaid amounts for unused services related to the Application. 

10.3 Customer agrees to indemnify, defend, and hold harmless PredictSpring against any liabilities, damages and costs (including reasonable attorneys’
fees) payable to a third party arising in connection with any claim or action that arises from Customer’s alleged violation of any applicable law, regulation or Platform Guideline, or otherwise from Customer’s use of Services.


 









 10.4 Each party’s indemnification obligations are conditioned on the party seeking indemnity providing the
other party with (i) prompt written notice of any claim, (ii) sole control over defense and settlement of the claim, and (ii) reasonable assistance with defense and settlement. The indemnifying party shall not enter into any
settlement or compromise of any claim without the indemnified party’s prior written consent, which shall not be unreasonably withheld, unless the settlement resolves such claim without liability or impairment to the indemnified party or its
rights. 
 11. General. For all purposes under this Agreement each party shall be and act as an independent contractor and shall not bind nor attempt
to bind the other to any contract. PredictSpring will be solely responsible for its income taxes in connection with this Agreement and Customer will be responsible for sales, use and similar taxes, if any. PredictSpring will be responsible for
performance of its agents and subcontractors under this Agreement. This Agreement and any dispute arising hereunder shall be governed by the laws of the State of California, without regard to the conflicts of law provisions thereof. In any action or
proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees. Without limiting anything herein, and except for payment obligations, neither party shall have any
liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions and power failures.
Neither party shall have the right to assign this Agreement, except that either party may assign its rights and obligations without consent to a successor to substantially all its relevant assets or business. No waiver, change, or modification to
this Agreement will be effective unless in writing signed by both parties. Any notices in connection with this Agreement will be in writing and sent by, email, first class US mail, confirmed facsimile or major overnight delivery courier service, all
to the address specified on the cover sheet of this Agreement or such other address as may be properly specified by written notice hereunder. The parties agree that this Agreement may be signed by manual or facsimile signatures and in counterparts,
each of which shall be deemed an original and all of which together shall constitute one and the same instrument. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or
eliminated so that this Agreement shall otherwise remain in full force and effect and enforceable.




 









 EXHIBIT A 

PredictSpring, Inc. Subscription Service Level Agreement 

Subscription Service SLA. During the term of the Agreement the Platform will be operational and available to Customer’s end users at least 99.9%
of the time in any calendar month (the “SLA”). If PredictSpring does not meet the SLA, and if Customer meets its obligations under this SLA and the Agreement, Customer will be eligible to receive the Service Credits described below. This
Exhibit A states Customer’s sole and exclusive remedy for any failure by PredictSpring to meet the SLA. 
 Definitions. The following
definitions shall apply to the SLA. 
  

	 	•	 	“Downtime” means, for a mobile application, if there is more than a five percent User Error Rate (as defined below). Downtime is measured based on server side error rate. 


 

	 	•	 	“Monthly Uptime Percentage” means total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar
month. 

  

	 	•	 	“User Error Rate” means the number of instances of failure to make requests from the Application to PredictSpring’s backend cloud services, divided by the number of requests made in any given
month, provided that the foregoing shall not include failures related to cellular connection or any failure caused by cellular networks, including timing out. 

  

	 	•	 	“Service Credit” means the following: 


					
	 Monthly Uptime

Percentage
	  	Monetary credit
equal to the value
of days of service
(calculated by
dividing the
monthly Fee by
30) applied to
the
next month’s
invoice	 
	 <99.0% - > = 97.0%
	  	 	1	  
	 <97.0% - > = 95.0%
	  	 	3	  
	 <95.0%
	  	 	5	  

 

 Customer Must Request Service Credit. In order to receive any of the Service Credits described above,
Customer must notify PredictSpring within thirty (30) days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer’s right to receive a Service Credit. 

Maximum Subscription Service Credit. The aggregate maximum number of Service Credits to be issued by PredictSpring to Customer for all Downtime that
occurs in a single calendar month shall not exceed fifteen (15) days of the Subscription Service added to the end of the Initial Term or any subsequent twelve (12) month time period thereafter for the Subscription Service (or the value of
fifteen (15) days of service in the form of a monetary credit if Customer has then cunently opted for the Monthly Billing Option). Service Credits may not be exchanged for, or converted to, monetary amounts, except when Customer has opted for
the Monthly Billing Option. 
 SLA Exclusions. The SLA does not apply for any performance issues: (i) caused by factors described in the
“Force Majeure” section of the Agreement; or (ii) that resulted from Customer’s equipment or Customer’s third party equipment, or both (not within the primary control of PredictSpring).


 









 EXHIBIT B 

PredictSpring, Inc. Subscriptions Services 

Major features provided by PredictSpring Mobile platform. These features are dependent on customer providing appropriate access to APIs and data. 

 

	 	1.	Instant Search: Consumers can search for products by just entering a single character, as they enter more characters, search results change instantly in mobile app 


 

	 	2.	Merchandized Layouts: Customize individual layouts with products, promotions, videos and images 

  

	 	3.	UI Customization: Customize Fonts, Button Colors, Price Text Color, Cell Borders and Layouts Backgrounds 

  

	 	4.	Advanced Facet Settings: Define what attributes users can do faceted searches and buckets for pricing 

  

	 	5.	Store Locator: Search for stores using GPS, ZipCode or City 

  

	 	6.	Push Notifications: Ability to send push notifications to any of the users who have opted for notifications 

  

	 	7.	Automatic Product Feed: Automatically push product feed to PredictSpring on daily basis 

  

	 	8.	Barcode Scanning: Allow users to scan barcode in-store and see the product details on the mobile app 

  

	 	9.	Facebook Login and WishList: Login with Facebook account manage WishList of items 

  

	 	10.	Menu Customization: Customize Hamburger menu and items you like to be listed in the menu 

  

	 	11.	Google Analytics: Integration with GA to view usage and analytics 

  

	 	12.	BazaarVoice - Ratings and Reviews: Support for ratings and reviews in product detail page




 Additional Support Services 

 

	 	1.	Standard (non severe) issues: For standard support requests, Customer can email to the below address to file a support ticket: 


support@predictspring.zendesk.com 

The hours during which PredictSpring will respond to emailed support tickets are: 

Mon - Fri 9AM - 5PM Pacific time 

PredictSpring’s response time goal is to respond within twenty four (24) hours or receipt. 

 

	 	2.	Severe issues (app is crashing and there is downtime from PredictSpring’s backend server): Customer can call PredictSpring’s support hotline at: 


1-866-565-0251 

(Ext#2, or Dial 0 for operator)


 








 PREDICTSPRING, INC. 

ADDENDUM TO CUSTOMER AGREEMENT 
  

			
	Customer: CBI Distributing Corp	  	Contact: James Spencer
		
	Address:	  	Phone:
		
		  	E-Mail: jamcs.Spencer@claires.com

 Terms and Fees: 

 

	 	•	 	$60,000 for up to 200,000 app installs across Android and iPhone devices. 

  

	 	•	 	1 Year Term from Effective Date 

  

	 	•	 	Platform support for premium features: Instagram Shop-the-Look, Geofencing. 

  

	 	•	 	Payment of $60,000 shall be made within 30 days of signing this agreement. 

 This Addendum to Customer
Agreement (“Addendum”) is made by and between PredictSpring, Inc. (“PredictSpring”) and CBI Distributing Corp (“Customer”). 

This Agreement and the Terms and Conditions are based on the Master Customer Agreement signed between PredictSpring and Customer as parties on April 6th,
2015. 
 This Agreement shall be effective as of March 31st, 2016 (“Effective Date”).
There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof. 
  

									
	CBI Distributing Corp	 		 	PredictSpring, Inc.
					
	By:	 	 /s/ James Spencer
	 		 	By:	 	 /s/ Nitin Mangtani

	 Name: James Spencer
 Title: Director
of Development
	 		 	 Name: Nitin Mangtani
 Title:
CEO









 Exhibit D 

Confirmatory Claire’s Trademark Assignment Agreement 

[Attached] 

  
 15 








 Confirmatory Claire’s Trademark Assignment Agreement 

This Confirmatory Claire’s Trademark Assignment Agreement (the “Confirmatory Assignment”) is made this 20 day of
September, 2016, by CLSIP Holdings LLC, a limited liability company organized and existing under the laws of Delaware (“Holdings”), in favor of CLSIP LLC, a limited liability company organized and existing under the laws of Delaware
having a business address of 2400 West Central Road, Hoffman Estates, IL 60192 (“CLSIP”). 
 A. Pursuant to the
Intellectual Property Assignment Agreement executed by the parties on September 20, 2016 (the “Effective Date”). Holdings sold, transferred, conveyed, and assigned to CLSIP an undivided 17.5% ownership interest in and to the
CLAIRE’S marks covered by the United States federal registrations listed on Schedule A, and any existing variation of these marks used solely in the United States and all common law rights to same (the “US Claire’s
Marks”), together with a corresponding, proportional and joint interest in the goodwill of the businesses associated therewith; and 

B. This Confirmatory Assignment is being executed to confirm and memorialize in writing the earlier transfer of this undivided interest in the
US Claire’s Marks. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged, Holdings
confirms having sold, transferred, conveyed, and assigned to CLSIP, as of the Effective Date, an undivided 17.5% ownership interest in and to the US Claire’s Marks, including without limitation a corresponding, proportional and joint interest
in the goodwill associated with the business symbolized by the US Claire’s Marks and all rights and claims (whether known or unknown, contingent or accrued) against third parties resulting from, arising out of, or otherwise with respect to any
of the US Claire’s Marks. Holdings authorizes and requests that the Commissioner of Patents and Trademarks of the United States record CLSIP as a joint owner with CBI of the United States federal registrations listed on Schedule A. 

IN WITNESS WHEREOF, Holdings has executed this Confirmatory Assignment effective as of the Effective Date. 

CLSIP Holdings LLP 
  

	
	 /s/ Stephen Sernett

	Name: Stephen Sernett
	 Title: Vice President, Secretary and

         General Counsel

	
	Date: September 20, 2016


  
 16 








 Schedule A2 

 

															
	 Country
	  	 Trademark
	 	Status	 	App. No.	 	 App.

Date
	 	Reg. No.	 	Reg.
Date	 	 Class/Goods

	United States of America	  	...IT’S AT CLAIRE’S	 	Registered	 	77/883682	 	01-Dec-2009	 	3817929	 	13-Jul-2010	 	35 Int. Retail store services featuring jewelry, clothing, cosmetics, toiletries, hair goods and accessories, namely, hand bags, shoes, hats, belts, wallets, eyeglass cases, key chains, jewelry boxes, desk accessories, cell phone
accessories, pet accessories
								
	United States of America	  	CLAIRE’S	 	Registered	 	78/975449	 	04-Nov-2003	 	2908859	 	07-Dec-2004	 	16 Int. Stationary, notebooks, address books, diaries, temporary tattoos, photo albums.
								
	United States of America	  	CLAIRE’S	 	Registered	 	78/975445	 	31-Jul-2002	 	2951866	 	17-May-2005	 	03 Int. Cosmetics, namely lip gloss wands, lipstick, hair dyes, blush, antiperspirants, perfume balm, powder having reflective qualities for topical application to the skin or hair for cosmetic purposes, bath and body gels, bath and
body lotions, nail polish, hair lotions.
								
	United States of America	  	CLAIRE’S	 	Registered	 	74/517854	 	28-Apr-1994	 	1925359	 	10-Oct-1995	 	14 Int. Jewelry, namely earrings, necklaces, rings, bracelets, ornamental pins, and hair ornaments.
								
	United States of America	  	CLAIRE’S	 	Registered	 	74/517853	 	28-Apr-1994	 	1890335	 	18-Apr-1995	 	42 Int. Retail store services featuring ladies’ clothing accessories and jewelry.
								
	United States of America	  	CLAIRE’S	 	Registered	 	78/975454	 	31-Jul- 2002	 	2925470	 	08-Feb-2005	 	25 Int. Clothing, namely socks, hats, gloves, shirts.
								
	United States of America	  	CLAIRE’S	 	Registered	 	78/975452	 	31-Jul- 2002	 	2967212	 	12-Jul-2005	 	20 Int. Containers made primarily of plastic for holding trinkets and coins.
								
	United States of America	  	CLAIRE’S	 	Registered	 	74/518090	 	28-Apr-1994	 	1929317	 	24-Oct-1995	 	05 Int. Ear drops for application on pierced ears.
								
	United States of America	  	CLAIRE’S	 	Registered	 	78/975382	 	01-Jul-2003	 	2974652	 	19-Jul-2005	 	35 Int. Issuing gift certificates which may be redeemed for goods.
								
	United States of America	  	CLAIRE’S	 	Registered	 	78/589527	 	17-Mar-2005	 	3319826	 	23-Oct-2007	 	03 Int. Personal care items, namely, razors, razor blades, shaving creams and foams, depilatories, fragrance, toothpaste, tooth brushes, dental floss, tooth whitener, mouthwash, breath fresheners, and make-up remover
cleansers.
								
	United States of America	  	CLAIRE’S	 	Registered	 	78/149317	 	31-Jul-2002	 	3190839	 	02-Jan-2007	 	35 Int. retail store services dealing in notions, cosmetics, jewelry, stationery products, hair goods, clothing accessories and the like primarily for women and girls
								
	United States of America	  	CLAIRE’S	 	Registered	 	78/975446	 	31-Jul-2002	 	2908857	 	07-Dec-2004	 	09 Int. Cell phone holders.
								
	United States of America	  	CLAIRE’S	 	Registered	 	78/975448	 	31-Jul-2002	 	2996103	 	13-Sep-2005	 	14 Int. jewelry, belly chains, bracelets, toe rings, body clips, ear cuffs, earring holders.


 

	2 	Pursuant to this Agreement, Holdings sells, transfers, conveys and assigns to CLSIP an undivided 17.5% ownership interest in and to the US Claire’s Marks that Holdings acquired from CBI pursuant to the CBI
Assignment, including the federal registrations set forth on this Exhibit A. CLSIP acknowledges that CBI has retained and shall continue to own an undivided 82.5% ownership interest in and to the US Claire’s Marks, including the federal
registrations set forth on this Exhibit A. 


  
 17 









															
	United States of America	 	CLAIRE’S	 	Registered	 	78/975453	 	04-Nov-2003	 	2900024	 	02-Nov-2004	  	24 Int. Pillows, pillow cases.
								
	United States of America	 	CLAIRE’S	 	Registered	 	78/269386	 	01-Jul-2003	 	2978984	 	26-Jul-2005	  	16 Int. stationery
								
	United States of America	 	CLAIRE’S	 	Registered	 	74/512656	 	14-Apr-1994	 	1891172	 	25-Apr-1995	  	25 Int. Women’s stockings
								
	United States of America	 	CLAIRE’S	 	Registered	 	78/975455	 	31-Jul- 2002	 	2908861	 	07-Dec-2004	  	26 Int. Hair accessories, namely, barrettes, hair bows, hair ornaments, claw clips, head wraps.
								
	United States of America	 	CLAIRE’S & CIRCLE A Design	 	Registered	 	76/064166	 	06-Jun-2000	 	2623039	 	24-Sep-2002	  	35 Int. Retail store services dealing in men and women’s jewelry, wallets, key chains, sunglasses, removable tattoos, hats, notions, clothing, women’s clothing, women’s clothing accessories, namely, handkerchiefs,
scarves, jewelry, hair bands, hair goods, cosmetics, and perfumes.
								
	United States of America	 	 CLAIRE’S
 ACCESSORIES
	 	Registered	 	74/619578	 	10-Jan-1995	 	1956047	 	13-Feb-1996	  	42 Int. Retail store services featuring ladies accessories.
								
	United States of America	 	 CLAIRE’S
 ACCESSORIES
	 	Registered	 	74/586876	 	18-Oct-1994	 	1946557	 	09-Jan-1996	  	42 Int. Retail store services featuring ladies clothing accessories and jewelry.
								
	United States of America	 	CLAIRE’S ACCESSORIES & CIRCLE A Design	 	Registered	 	75/331385	 	28-Jul-1997	 	2294937	 	30-Nov-1999	  	35 Int. Retail store services dealing with men’s and women’s jewelry, wallets, key chains, sunglasses, removable tattoos, hats, notions, clothing including women’s clothing, perfumes, hair goods and
handkerchiefs.
								
	United States of America	 	CLAIRE’S BOUTIQUES & Design	 	Registered	 	73/653581	 	06-Apr-1987	 	1514045	 	22-Nov-1988	  	42 Int. Retail store services for the sale of lady accessories.
								
	United States of America	 	 CLAIRE’S
 CLUB
	 	Registered	 	78/975466	 	09-Oct-2002	 	2908866	 	07-Dec-2004	  	18 Int. Bags, namely, backpacks, tote bags and wallets.
								
	United States of America	 	 CLAIRE’S
 CLUB
	 	Registered	 	78/975462	 	09-Oct-2002	 	2908863	 	07-Dec-2004	  	09 Int. Sunglasses; telephones.
								
	United States of America	 	 CLAIRE’S
 CLUB
	 	Registered	 	78/975461	 	09-Oct-2002	 	2908862	 	07-Dec-2004	  	03 Int. Cosmetics.
								
	United States of America	 	 CLAIRE’S
 CLUB
	 	Registered	 	78/172438	 	09-Oct-2002	 	2908191	 	07-Dec-2004	  	26 Int. hair goods, namely, clips, hair bows, ponytail twisters, hair bands, hair claws, snap clips, snap tops, salon clips, bobby pins; artificial flower bridal bouquets
								
	United States of America	 	 CLAIRE’S
 CLUB
	 	Registered	 	78/554003	 	26-Jan-2005	 	3343775	 	27-Nov-2007	  	35 Int. Retail services featuring notions, cosmetics, jewelry, hair care products, hair goods, clothing and accessories, toiletry products, jewelry, stationery products, automobile accessories, removable tattoos, pillows, pillow
cases, cell phone holders, furniture accessories, inflatable furniture, incense, incense holders, incense sticks and cones, candles, containers for trinkets and coins, toys, bags, wallets, key chains, sunglasses, stockings, personal care
items
								
	United States of America	 	 CLAIRE’S
 CLUB
	 	Registered	 	78/975464	 	09-Oct-2002	 	2908865	 	07-Dec-2004	  	14 Int. Tiaras, jewelry, earrings, necklaces, bracelets, and bracelets, necklaces and earrings sold in combination.


  
 18 









															
	United States of America	 	 CLAIRE’S
 CLUB
	 	Registered	 	78/975469	 	09-Oct-2002	 	2908868	 	07-Dec-2004
	 	25 Int. Hair goods, namely, bridal veils, floral head wreaths, headbands, head wraps, head scarves; apparel, namely, gloves, boas, footwear; slippers; flip flops; dress up shoes; dresses, capes, baseball hats and caps, visors,
cowboy hats, socks belts.
								
	United States of America	 	 CLAIRE’S
 ETC.
	 	Registered	 	75/057738	 	14-Feb-1996	 	2065959	 	27-May-1997	 	42 Int. Retail store services dealing in men’s and women’s jewelry, wallets, key chains, sunglasses, removable tatoos, hats, notions, clothing, women’s clothing and accessories, perfumes, hair goods, and
handkerchiefs.
								
	United States of America	 	 CLAIRE’S
 ETC.
	 	Registered	 	75/079178	 	27-Mar-1996	 	2064149	 	20-May-1997	 	42 Int. Retail store services dealing in men’s and women’s jewelry, wallets, key chains, sunglasses, removable tattoos, hats, notions, clothing, women’s clothing and accessories, perfumes, hair goods, and
handkerchiefs.
								
	United States of America	 	 CLAIRE’S
 Logo
	 	Registered	 	77/560510	 	02-Sep-2008	 	3602239	 	07-Apr-2009	 	35 Int. Retail store services featuring clothing, accessories and jewelry.
								
	United States of America	 	 CLAIRE’S
 OUTLET
	 	Registered	 	85/872707	 	11-Mar-2013	 	4610591	 	23-Sep-2014	 	35 Int. Retail store services featuring jewelry, notions, cosmetics, hair goods, clothing accessories, stationery products and the like
								
	United States of America	 	 SECRET
 SANTA

CIRCLE
	 	Registered	 	85/173806	 	10-Nov-2010	 	4005371	 	02Aug-2011	 	35 Int. Providing online retail store services featuring clothing and fashion accessories via a website that has a specific feature that allows users to give and receive purchases through anonymousgift exchanges
								
	United States of America	 	 SENSITIVE
 SOLUTIONS
	 	Registered	 	74/646373	 	13-Mar-1995	 	1951435	 	23-Jan1996	 	14 Int. Jewelry.
								
	United States of America	 	 ICING BY
 CLAIRE’S
	 	Registered	 	78/618255	 	04-Apr-2005	 	3050863	 	01-Jan-2006	 	35 Int. Retail store services dealing in women’s clothing and accessories


  
 19 








 Exhibit E 

Confirmatory Icing Trademark Assignment Agreement 

[Attached] 

  
 20 








 Confirmatory Icing Trademark Assignment Agreement 

This Confirmatory Icing Trademark Assignment Agreement (the “Confirmatory Assignment”) is made this 20 day of
September, 2016, by CLSIP Holdings LLC, a limited liability company organized and existing under the laws of Delaware (“Holdings”), in favor of CLSIP LLC, a limited liability company organized and existing under the laws of
Delaware having a business address of 2400 West Central Road, Hoffman Estates, IL 60192 (“CLSIP”). 
 A. Pursuant to the
Intellectual Property Assignment Agreement executed by the parties on September 20, 2016 (the “Effective Date”), Holdings sold, transferred, conveyed, and assigned to CLSIP all of its right, title, and interest in and to
the ICING marks covered by the United States federal registrations listed on Schedule A, and any existing variation of these marks used solely in the United States and all common law rights to same (the “US Icing Marks”),
together with the goodwill of the businesses associated therewith; and 
 B. This Confirmatory Assignment is being executed to confirm and
memorialize in writing the earlier transfer of the US Icing Marks. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is acknowledged, Holdings confirms having sold, transferred, conveyed, and assigned to CLSIP, as of the Effective Date, all of Holdings’ right, title, and interest in and to the US Icing Marks, including without limitation all
goodwill associated with the business symbolized by the US Icing Marks, and all rights and claims (whether known or unknown, contingent or accrued) against third parties resulting from, arising out of, or otherwise with respect to any of the US
Icing Marks. Holdings authorizes and requests that the Commissioner of Patents and Trademarks of the United States record CLSIP as the owner of the United States federal registrations listed on Schedule A. 

IN WITNESS WHEREOF, Holdings has executed this Confirmatory Assignment effective as of the Effective Date. 

CLSIP Holdings LLC 
  

	
	 /s/ Stephen Sernett



	
	Name: Stephen Sernett
	Title: Vice President, Secretary and General Counsel
	
	Date: September 20, 2016


  
 21 








 Schedule A 

 

															
	 Country
	 	 Trademark
	 	Status	 	App. No.	 	App.
Date	 	Reg. No	 	Reg.
Date	  	 Class/Goods

	United States of America	 	ICING	 	Registered	 	77/473939	 	14-May-2008	 	3743653	 	02-Feb-2010	  	 03 Int. Cosmetics, namely, nail polish, lip color, lip gloss, foundation, blush, eyeliner, cosmetic pencils, eye shadow, mascara, face
powders, bronzers; fragrances, all sold exclusively in Icing by Claire’s stores
  

09 Int. Sunglasses; cellular phone cases.
  

14 Int. Jewelry, namely, earrings; necklaces; bracelets; rings; ornamental pins; watches; charms; jewelry cases.

 
 18 Int. for Clutch purses; cosmetic cases sold empty; handbags, key cases; purses;
shoulder bags; coin purses; leather key chains; imitation leather key chains; wallets.
  

20 Int. Picture frames; non-metal and non-leather key-chains
  

25 Int. Clothing, namely socks, hats, gloves, shirts; footwear; head scarves
  

26 Int. Hair accessories, namely, barrettes, hair bows, hair ornaments, hair ornaments in the nature of hair wraps, hair pins, hair clips

 
 35 Int. Retail store services featuring jewelry, women’s clothing, purses,
accessories, footwear, cosmetics, picture frames

								
	United States of America	 	 ICING
 OUTLET
	 	Registered	 	85/872705	 	11-Mar-2013	 	4544654	 	03-Jun-2014	  	35 Int. Retail store services featuring jewelry, notions, cosmetics, hair accessories, clothing accessories, and stationery products.
								
	United States of America	 	 ICING
 STYLIZED
	 	Registered	 	85/831738	 	24-Jan- 2013	 	4610511	 	23-Sep-2014	  	 03 Int. Soap; bath lotions; cleaning preparations, excluding hair care preparations; shoe cream; leather cleaning preparations; emery paper;
pumice stones for personal use; perfumery; cosmetics; cosmetics kits and make-up kits comprised of lipstick, lip gloss, lip liner, eye shadow, makeup palettes, eyeliner, blush, face powder and foundations; makeup; non-medicated toiletries; perfumes;
lipstick; lip gloss; nail polish; rouge; depilatories; shaving preparations; make-up removal preparations; antiperspirants; incense; air fragrancing preparations; powder having reflective qualities for topical application to the skin or hair for
cosmetic purposes; nail stickers
  
 09 Int. Sunglasses; telephones; compact discs and
optical discs featuring music and music videos; cell phone straps; telephone covers not made of paper; cell phone holders; DVDs featuring music and music videos.
  

14 Int. Jewelry, rings, necklaces, bracelets, earrings, tiaras, belly chains, toe rings, body clips, ear cuffs, earring holders, ornamental pins; jewelry
brooches.
  
 16 Int. Instructional books relating to hairstyling, personal accessories,
fashions and clothing fashions.
  
 18 Int. Handbags; purses; wallets; backpacks; school
bags; reusable shopping bags; umbrellas; key cases; vanity cases, not fitted.



  
 22 









															
	 Country
	 	 Trademark
	 	 Status
	 	 App. No.
	 	 App.

Date
	 	 Reg. No.
	 	 Reg.

Date
	  	 Class/Goods

		 		 		 		 		 		 		  	 21 Int. Hair brushes; combs; large tooth hair combs; mugs, not of precious metal; drinking glasses; beverage glassware for daily use,
including cups as well as plates, pots and glass jars; sponges for household purposes; candlesticks; cosmetic brushes; applicator sticks for applying make-up; wands for applying lip gloss; china ornaments; baskets for domestic use, not of metal;
water bottles sold empty; pottery, namely, mugs and bowls; candle holders; incense holders in the nature of incense burners.
  

25 Int. Clothing, namely, shirts, pants, coats, dresses and pajamas; bathing suits; rainwear; gymnastic shoes; footwear, headwear; stockings; gloves; scarves;
belts; sashes.
  
 26 Int. Hair ornaments, brooches for clothing, belt buckles, buttons,
hair curlers, other than hand implements, lace and embroidery, ribbons, barrettes, hair bows, hair pins, claw clips, hair ornaments in the nature of hair wraps.
  

28 Int. Toy animals; board games; dolls; plush toys.
  

35 Int. Retail store services featuring jewelry, notions, cosmetics, hair accessories, clothing accessories and stationery products.

								
	United States of America	 	THE ICING	 	Registered	 	73/642264	 	20-Feb-1987	 	1466727	 	24-Nov-1987	  	42 Int. Retail clothing and clothing accessory store services.
								
	United States of America	 	THE ICING	 	Registered	 	77/329699	 	14-Nov-2007	 	3461876	 	08-Jul-2008	  	35 Int. Retail store services featuring clothing, accessories and jewelry.
								
	United States of America	 	THE ICING ACCESSORIES & DESIGN	 	Registered	 	75/201596	 	21-Nov-1996	 	2234841	 	23-Mar-1999	  	35 Int. Retail store services featuring jewelry, women’s clothing and accessories.


  
 23 








 Exhibit E 

Confirmatory Domain Name Assignment Agreement 

[Attached] 

  
 24 








 Confirmatory Domain Name Assignment Agreement 

This Confirmatory Domain Name Assignment Agreement (the “Confirmatory Assignment”) is made this 20 day of September, 2016, by
CLSIP Holdings LLC, a limited liability company organized and existing under the laws of Delaware (“Holdings”), in favor of CLSIP LLC, a limited liability company organized and existing under the laws of Delaware
(“CLSIP”). 
 A. Pursuant to the Intellectual Property Assignment Agreement executed by the parties on
September 20, 2016 (the “Effective Date”). Holdings sold, transferred, conveyed, and assigned to CLSIP all of its right, title, and interest in and to the domain names listed on Schedule A (the
“Domain Names”); and 
 B. This Confirmatory Assignment is being executed to confirm and memorialize in writing the earlier
transfer of the Domain Names. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged,
Holdings confirms having sold, transferred, conveyed, and assigned to CLSIP, as of the Effective Date, all of Holdings’ right, title, and interest in and to the Domain Names, and all rights and claims (whether known or unknown, contingent or
accrued) against third parties resulting from, arising out of, or otherwise with respect to any of the Domain Names. Holdings authorizes and requests that any applicable Internet domain name registry record CLSIP as the owner of the Domain Names
listed on Schedule A. 
 IN WITNESS WHEREOF, Holdings has executed this Confirmatory Assignment effective as of the Effective Date.

 CLSIP Holdings LLC 
  

	
	 /s/ Stephen Sernett

	Name: Stephen Sernett
	 Title: Vice President, Secretary

          and General Counsel
  

Date: September 20, 2016



  
 25 








 Schedule A 

 

			
	blingyourbff.com	  	clairestores.biz
	claires.adult	  	clairestores.com
	claires.biz	  	clairestores.info
	claires.blackfriday	  	clairestores.us
	claires.boutique	  	icing.biz
	claires.career	  	icing.blackfriday
	claires.careers	  	icing.boutique
	claires.com	  	icing.career
	claires.info	  	icing.careers
	claires.jobs	  	icing.com
	claires.marketing	  	icing.fashion
	claires.net	  	icing.info
	claires.org	  	icing.marketing
	claires.porn	  	icing.social
	claires.social	  	icing.us
	claires.us	  	icing.xxx (blocked)
	claires.xxx (blocked)	  	icingbyclaires.com
	clairesaccessories.biz	  	icingice.com
	clairesaccessories.com	  	icings.biz
	clairesaccessories.info	  	icings.info
	clairesaccessories.us	  	icings.us
	clairesboutique.biz	  	itsatclaires.com
	clairesboutique.info	  	secretsantacircle.com
	clairesboutique.us	  	theicing.biz
	clairesboutiques.biz	  	theicing.com
	clairesboutiques.com	  	theicing.info
	clairesboutiques.info	  	theicing.net
	clairesboutiques.us	  	theicing.org
	clairescareers.com	  	theicing.us
	 clairesclub.com
 clairescorp.com

clairescorporation.com
 clairesglobalstyle.com

clairesglobalstyles.com
 clairesinc.com

clairesint.com
	  	
	clairesmail.com	  	
	 clairesmail.net
 clairesmail.org

clairespromstyle.com
 clairesretail.com

clairessa.com
	  	
	clairesstores.biz
	 clairesstores.info
 clairesstores.us
	  	


  
 26