EX-10.1



 Exhibit 10.1 

Execution Copy 
 ASSET PURCHASE
AGREEMENT 
 by and between 

LOGO SPORTSWEAR INC. 
 a
Delaware corporation 
 and 

CAFEPRESS INC. 
 a
Delaware corporation 
 Dated as of 

February 20, 2015 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	 Section 1
	 	Definitions	  	 	1	  
	 1.1
	 	Definitions	  	 	1	  
			
	 Section 2
	 	Purchase of Assets/Assumption of Liabilities	  	 	9	  
	 2.1
	 	Purchased Assets	  	 	9	  
	 2.2
	 	Excluded Assets	  	 	10	  
	 2.3
	 	Assumed Liabilities and Obligations	  	 	11	  
	 2.4
	 	Excluded Liabilities and Obligations	  	 	11	  
			
	 Section 3
	 	Transaction Consideration	  	 	12	  
	 3.1
	 	Purchase Price	  	 	12	  
	 3.2
	 	Escrow	  	 	14	  
	 3.3
	 	Taxes and Tax Reporting	  	 	14	  
	 3.4
	 	Transition Services Agreement	  	 	15	  
	 3.5
	 	Referral Agreement	  	 	15	  
	 3.6
	 	Cerreta Profits Interest	  	 	15	  
			
	 Section 4
	 	Closing	  	 	15	  
	 4.1
	 	Closing	  	 	15	  
	 4.2
	 	Transfer of Possession	  	 	15	  
			
	 Section 5
	 	Representations and Warranties of Seller	  	 	16	  
	 5.1
	 	Organization, Good Standing, Corporate Power and Qualification	  	 	16	  
	 5.2
	 	Due Authorization, Binding Effect	  	 	16	  
	 5.3
	 	No Conflicts	  	 	16	  
	 5.4
	 	Governmental Consents	  	 	17	  
	 5.5
	 	Litigation	  	 	17	  
	 5.6
	 	Intellectual Property	  	 	17	  
	 5.7
	 	Compliance with Contracts and Legal Requirements	  	 	18	  
	 5.8
	 	Assets Generally	  	 	19	  
	 5.9
	 	Contracts	  	 	19	  
	 5.10
	 	Governmental Authorizations	  	 	20	  
	 5.11
	 	Employee Matters	  	 	20	  
	 5.12
	 	Taxes	  	 	22	  
	 5.13
	 	Material Relationships	  	 	23	  
	 5.14
	 	Environmental Matters	  	 	23	  
	 5.15
	 	Real Estate.	  	 	24	  
	 5.16
	 	No Material Adverse Effect	  	 	24	  
	 5.17
	 	Financial Statements.	  	 	24	  
	 5.18
	 	Undisclosed Liabilities	  	 	25	  
	 5.19
	 	Accounts Receivable	  	 	25	  
	 5.20
	 	Operations of Seller.	  	 	25	  









							
			
	 Section 6
		Representations and Warranties of Buyer		 	26	  
	 6.1
		Organization, Good Standing, Corporate Power and Qualification		 	26	  
	 6.2
		Due Authorization, Binding Effect		 	27	  
	 6.3
		No Conflicts		 	27	  
	 6.4
		Governmental Consents		 	27	  
	 6.5
		Litigation		 	27	  
	 6.6
		No Finder’s Fees		 	27	  
	 6.7
		Absence of Changes		 	27	  
	 6.8
		Financing		 	28	  
			
	 Section 7
		Covenants		 	28	  
	 7.1
		Conveyance of Assets		 	28	  
	 7.2
		Employee Matters		 	29	  
	 7.3
		Access and Information		 	31	  
	 7.4
		Preservation of Business		 	31	  
	 7.5
		Commercially Reasonable Efforts		 	33	  
	 7.6
		Publicity		 	33	  
	 7.7
		Exclusivity		 	33	  
	 7.8
		Notice		 	33	  
	 7.9
		Confidentiality		 	34	  
	 7.10
		Bulk Sales Laws		 	35	  
	 7.11
		Company Sale Exception		 	35	  
			
	 Section 8
		Conditions Precedent to the Closing by Buyer		 	35	  
	 8.1
		Representations and Warranties		 	36	  
	 8.2
		Performance		 	36	  
	 8.3
		No Action		 	36	  
	 8.4
		Material Adverse Effect		 	36	  
	 8.5
		Certificate		 	36	  
	 8.6
		Governmental Approvals		 	36	  
	 8.7
		Consents Obtained; Liens Released		 	36	  
	 8.8
		Bill of Sale; Assumption Agreement; IP Assignment Agreement; Employment Agreements		 	36	  
	 8.9
		Escrow Agreement		 	37	  
	 8.10
		Transition Services Agreement		 	37	  
	 8.11
		Referral Agreement		 	37	  
	 8.12
		Approval of Documentation		 	37	  
	 8.13
		Contemporaneous Delivery and Effectiveness		 	37	  
			
	 Section 9
		Conditions Precedent to the Closing by Seller		 	37	  
	 9.1
		Representations and Warranties		 	37	  
	 9.2
		Performance		 	37	  
	 9.3
		Consideration		 	38	  
	 9.4
		Certificate		 	38	  
	 9.5
		No Actions		 	38	  
	 9.6
		Escrow Agreement		 	38	  
	 9.7
		Transition Services Agreement		 	38	  
	 9.8
		Referral Agreement		 	38	  









							
	 9.9
		Approval of Documentation		 	38	  
	 9.10
		Contemporaneous Delivery and Effectiveness		 	38	  
			
	 Section 10
		Post-Closing Indemnification		 	38	  
	 10.1
		Survival of Representations and Warranties and Related				
			Indemnification Rights		 	38	  
	 10.2
		Indemnification		 	39	  
	 10.3
		Arbitration		 	43	  
	 10.4
		Tax Cooperation		 	44	  
	 10.5
		No Other Representations or Warranties		 	44	  
	 10.6
		Tax Treatment of Indemnity Payments		 	44	  
			
	 Section 11
		Post-Closing RESTRICTIVE COVENANTS		 	44	  
	 11.1
		Restrictive Covenants		 	44	  
	 11.2
		Certain Acknowledgements		 	45	  
			
	 Section 12
		Termination		 	46	  
	 12.1
		Termination		 	46	  
	 12.2
		Effect of Termination		 	47	  
			
	 Section 13
		General Provisions		 	47	  
	 13.1
		Notices		 	47	  
	 13.2
		Expenses		 	49	  
	 13.3
		Counterparts; Facsimile Signatures		 	49	  
	 13.4
		Governing Law		 	49	  
	 13.5
		Integration and Construction		 	49	  
	 13.6
		Waivers and Amendments		 	49	  
	 13.7
		Injunctive Relief		 	50	  
	 13.8
		Successors and Assigns		 	50	  
	 13.9
		Severability		 	50	  
	 13.10
		Time of Essence		 	50	  
	 13.11
		No Third Party Beneficiaries		 	50	  

  

			
		
	Exhibits		
		
	Exhibit A		Escrow Agreement
	Exhibit B		Transition Services Agreement
	Exhibit C		Referral Agreement
	Exhibit D		Assumption Agreement
	Exhibit E		Bill of Sale
	Exhibit F		IP Assignment Agreement








 ASSET PURCHASE AGREEMENT 

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of February 20, 2015, by and between LOGO SPORTSWEAR INC., a
Delaware corporation (“Buyer”), and CAFEPRESS INC., a Delaware corporation (“Seller”). 
 Recitals 

WHEREAS, Seller is engaged in the business of providing personalized apparel and merchandise for groups and organizations through its
e-commerce websites listed on Schedule A hereto (the “Business”); and 
 WHEREAS, effective on the Closing Date (as defined
below), (a) Seller desires to sell, assign, transfer, convey and deliver to Buyer or one of its Affiliates, and Buyer desires to purchase and acquire from Seller, all of its rights, title and interest in and to the Assets (as defined herein)
and (b) Buyer or one of its Affiliates agrees to assume and become responsible for the Assumed Liabilities (as defined herein), on the terms and subject to the conditions hereinafter set forth (the “Transaction”). 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1 DEFINITIONS. 

1.1 Definitions. In this Agreement, the following terms have the meanings specified or referred to in this Section 1 and shall be
equally applicable to both the singular and plural forms. Any agreement referred to below shall mean such agreement as amended, supplemented and modified from time to time to the extent permitted by the applicable provisions thereof and by this
Agreement. 
 (a) “PTO Accrual” shall mean accrued vacation, accrued sick time and earned time off. 

(b) “Acquisition Proposal” shall have the meaning ascribed to such term in Section 7.7. 

(c) “Action” shall have the meaning ascribed to such term in Section 10.2(a). 

(d) “Adjustment Amount” shall have the meaning ascribed to such term in Section 3.1. 







 (e) “Affiliate” shall mean, with respect to any Person, any Person
directly or indirectly controlling, controlled by, or under common control with, such other Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition,
the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to
direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities or by contract or otherwise. 

(f) “Agreed Amount” shall mean part or all of the Claimed Amount; provided, that an Indemnified Party agreeing to an
Agreed Amount shall have no right to claim any Damages above such Agreed Amount with respect to the claim resolved by the Agreed Amount except to the extent that additional Damages are imposed on, sustained, incurred or suffered by, the Indemnified
Party related to such claim that were not contemplated by the applicable Claim Notice; and provided, that, receipt of such Agreed Amount by an Indemnified Party shall not preclude such Indemnified Party from bringing additional claims. 

(g) “Agreement” shall have the meaning set forth in the Recitals. 

(h) “Assets” shall have the meaning ascribed to such term in Section 2.1. 

(i) “Assumed Liabilities” shall have the meaning ascribed to such term in Section 2.3. 

(j) “Assumption Agreement” shall have the meaning ascribed to such term in Section 4.2. 

(k) “Bill of Sale” shall have the meaning ascribed to such term in Section 4.2. 

(l) “Books and Records” shall have the meaning ascribed to such term in Section 2.1(j). 

(m) “Business” shall have the meaning set forth in the Recitals. 

(n) “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banks in New York City,
United States of America are authorized or obligated by Legal Requirement to close. 
 (o) “Buyer” shall have the
meaning set forth in the Preamble. 
 (p) “Buyer Indemnified Parties” shall have the meaning ascribed to such term
in Section 10.2(a). 
 (q) “Claimed Amount” shall have the meaning ascribed to such term in
Section 10.2(d). 
 (r) “Claim Notice” shall have the meaning ascribed to such term in Section 10.2(d).

 (s) “Closing” shall have the meaning ascribed to such term in Section 4.1. 

  
 2 








 (t) “Closing Date” shall have the meaning ascribed to such term in
Section 4.1. 
 (u) “Closing PTO Amount Schedule” shall have the meaning ascribed to such term in
Section 7.3(a). 
 (v) “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended, and the regulations thereunder, and corresponding provisions of state or local law. 
 (w) “Code” shall
mean the United States Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. 

(x) “Competitors” shall have the meaning ascribed to such term in the definition of Material Adverse Effect. 

(y) “Confidentiality Agreement” shall mean the Confidentiality Agreement between Seller and Digital Fuel Capital LLC
dated August 20, 2014. 
 (z) “Contract” shall mean any agreement, contract, subcontract, lease, Intellectual
Property License, instrument, note, evidence of indebtedness, indenture, mortgage, security agreement, warranty, insurance policy, benefit plan or other legally binding commitment (whether written or oral) to which Seller or any of its subsidiaries
is a party. 
 (aa) “Copyrights” shall have the meaning ascribed to such term in the definition of Intellectual
Property. 
 (bb) “Damages” shall have the meaning ascribed to such term in Section 10.2(a). 

(cc) “Dispute” shall mean the dispute resulting if any Indemnifying Parties in a response to a Claim Notice dispute
its liability for all or part of the Claimed Amount. 
 (dd) “Employee Agreement” shall mean each employment,
severance, consulting, relocation, repatriation, expatriation or other written agreement or contract between Seller, its parents or any Seller subsidiary and any Target Employee. 

(ee) “Employee Plan” shall mean any deferred compensation, pension, retirement, health, profit sharing, incentive
bonus, stock purchase, stock option or stock-related awards, hospitalization, insurance, severance, workers’ compensation, supplemental unemployment benefits, vacation benefits, disability benefits, change of control, retention, termination,
fringe benefit, or any other employee pension benefit (as defined in ERISA or otherwise) or employee welfare benefit obligation, or any other employee benefit of any kind whatsoever whether under a plan or agreement, that is sponsored, maintained,
contributed to, or required to be contributed to by Seller, its parents or any Seller subsidiary for the benefit of any Target Employee or any beneficiary or dependents thereof. 

  
 3 








 (ff) “Employees” shall mean all employees employed by Seller who
primarily work in the Business as of the date of this Agreement that are set forth on Schedule 1.1(ff). 
 (gg)
“Encumbrance” shall mean any Liens, pledge, mortgage, deed of trust, security interest, charge, claim, easement, lease, sublease, occupancy, encroachment or other similar encumbrances. 

(hh) “Environmental Laws” means all Legal Requirements relating to pollution, the protection of public health and
safety or the environment (including ambient air, surface water, groundwater, improvements, land surface, soil or subsurface strata), including with respect to emissions, discharges, Releases or threatened Releases of Hazardous Substances, or
otherwise relating to the use, treatment, storage, disposal, transportation, labeling or handling of Hazardous Substances or actual or potential exposure of any person thereto. 

(ii) “Environmental Permits” means all permits, certifications, licenses, approvals, registrations and authorizations
required by any Environmental Laws. 
 (jj) “ERISA” shall mean the Employee Retirement Income Security Act of 1974,
as amended, and the regulations thereunder. 
 (kk) “Escrow Agent” shall mean Wilmington Trust, N.A. 

(ll) “Escrow Agreement” shall mean an escrow agreement in substantially the form attached hereto as Exhibit A.

 (mm) “Estimated Adjustment Amount” shall have the meaning ascribed to such term in Section 3.1. 

(nn) “Excluded Assets” shall have the meaning ascribed to such term in Section 2.2. 

(oo) “Excluded Liabilities” shall have the meaning ascribed to such term in Section 2.4. 

(pp) “Fraudulent Breach” shall have the meaning ascribed to such term in Section 10.1. 

(qq) “Fundamental Representations” shall have the meaning ascribed to such term in Section 10.1. 

(rr) “Governmental Authority” shall mean any and all foreign, federal, state or local governments, governmental
institutions, public authorities and governmental entities of any nature whatsoever, and any subdivisions or instrumentalities thereof, including departments, boards, bureaus, commissions, agencies, courts, arbitrals, administrations and panels, and
any divisions or instrumentalities thereof, whether permanent or ad hoc. 

  
 4 








 (ss) “Governmental Authorization” shall mean any (i) permit,
license, certificate, franchise, permission, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Legal Requirement, and
(ii) right under any Contract with any Governmental Authority. 
 (tt) “Hazardous Substances” has the meaning
set forth in CERCLA, 42 U.S.C. § 9601 (14), but for all such purposes shall include petroleum products and byproducts, chemicals known to the State of California to cause cancer or reproductive toxicity, and all other substances, materials and
wastes for which Liability can be imposed under any Environmental Laws. 
 (uu) “Indemnified Party” shall mean
either Buyer Indemnified Parties or Seller Indemnified Parties in their respective capacities as indemnitees hereunder, as applicable. 

(vv) “Indemnifying Party” shall mean either Buyer or Seller in its capacity as an indemnitor hereunder, as
applicable. 
 (ww) “Intellectual Property” shall mean all rights in or arising under (a) patents, patent
rights, industrial and utility models, industrial designs, petty patents, patents of importation, patents of addition, certificates of invention, invention disclosures and similar rights in inventions (collectively, “Patents”);
(b) copyrights, whether in published or unpublished works, and copyrightable works, mask works, rights to compilations, collective works, rights in Software and any other rights of authors or in works of authorship, whether copyrightable or not
(including databases and other compilations of information), and derivative works of any of the foregoing and moral rights in any of the foregoing (collectively, “Copyrights”); (c) registered and unregistered trademarks, service
marks, trade dress, trade names, corporate names, fictional business names, commercial names, URLs and internet domain names, brand names, certification marks, collective marks and other proprietary rights to any words, names, symbols, logos,
slogans, devices or combinations thereof used to identify, distinguish and indicate the source or origin of goods and services, and all goodwill associated therewith and symbolized thereby (collectively, “Trademarks”); (d) trade
secrets, data, databases and data collections, diagrams, conceptions, inventions (whether or not patentable), methods, processes, protocols, schematics, specifications, algorithms, Software, software code (in source or executable code), techniques,
know-how, confidential or proprietary information, and any technical, business and other information (collectively, “Trade Secrets”); (e) registrations, applications, provisional applications, priority and other applications,
divisionals, extensions, renewals, reissues, reexaminations, extensions, parents, continuations, continuations-in-part, and domestic and foreign counterparts for and to any of the foregoing; and (f) all other similar or equivalent proprietary
rights now known or hereafter recognized anywhere in the world. 
 (xx) “Intellectual Property Licenses” means all
licenses, sublicenses and other agreements by or through which other Persons grant Seller or Seller grants any other Persons any exclusive or non-exclusive rights or interests in or to any Intellectual Property that is used exclusively in connection
with the Business. 

  
 5 








 (yy) “Intellectual Property Registrations” means all Intellectual
Property Assets that are subject to any issuance, registration, application or other filing by, to or with any Governmental Authority or authorized private registrar in any jurisdiction, including registered Trademarks, domain names, and Copyrights,
issued and reissued Patents and pending applications for any of the foregoing. 
 (zz) “IP Assignment Agreement”
shall have the meaning ascribed to such term in Section 4.2. 
 (aaa) “knowledge” shall mean (i) with
respect to Seller, the actual or constructive knowledge of any fact or circumstance after reasonable inquiry of any of the individuals set forth in Schedule 1.1(aaa)(i), and (ii) with respect to Buyer, the actual or constructive knowledge of
any fact or circumstance after reasonable inquiry of any of the individuals set forth in Schedule 1.1(aaa)(ii). 
 (bbb)
“Legal Requirement” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, order, code, edict, decree, consent decree, judgment, rule, regulation,
ruling, requirement or other pronouncement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority, including any bulk transfer laws. 

(ccc) “Liability” shall mean any indebtedness, liability, loss or cost (whether known or unknown, whether asserted or
unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes. 

(ddd) “Lien” shall mean any interest in property securing an obligation, whether such interest is based on common
law, statute or contract (and including any security interest or lien arising from a mortgage, claim, encumbrance, pledge, charge, easement, servitude, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for
security purposes), reservations, exceptions, covenants, conditions, options, restrictions, leases, subleases, licenses, occupancy agreements, pledges, charges, assessments, covenants, reservations, defects in title, encroachments and other burdens,
and other title exceptions and encumbrances affecting property of any nature, whether accrued or unaccrued, tangible or intangible, or absolute or contingent. 

(eee) “Material Adverse Effect” shall mean any fact, event, circumstance, change in or effect on, the Assets or the
Business that, individually or in the aggregate with any other facts, events, circumstances, changes in, or effects on the Assets or the business, operations or condition (financial or otherwise) of the Business (A) has had or would be
reasonably expected to have a material adverse effect on the Assets or the Business or (B) has had or would be reasonably expected to have a material adverse 

  
 6 








 effect on the ability of Seller and its Affiliates to perform their obligations under this
Agreement or any other agreement contemplated hereby; provided, however, that in determining whether a Material Adverse Effect has occurred or would be reasonably expected to occur, there shall be excluded any effect to the extent resulting from, or
arising in connection with, any of the following (either alone or in combination): 
 (i) changes in general economic or
business conditions or the financial or securities markets generally that do not impact Seller’s ability to operate the Business in a disproportionate manner relative to businesses similar in size and nature to the Business and which are
involved in providing personalized apparel and merchandise through e-commerce platforms, (“Competitors”); 
 (ii)
changes in the industries in which Seller operates, to the extent such changes do not adversely affect Seller’s ability to operate the Business in a disproportionate manner relative to Seller’s Competitors; 

(iii) changes in generally accepted accounting principles or international accounting standards generally applicable to
entities in the same industry as the Business; 
 (iv) changes in laws, rules and regulations of general applicability by any
Governmental Authority, to the extent such changes do not adversely affect Seller’s ability to operate the Business in a disproportionate manner relative to Seller’s Competitors; 

(v) acts of war (whether or not declared), the commencement, continuation or escalation of a war, acts of armed hostility,
sabotage or terrorism or other international or national calamity or any material worsening of such conditions threatened or existing as of the date of this Agreement, to the extent such changes do not adversely affect Seller’s ability to
operate the Business in a disproportionate manner relative to Seller’s Competitors; 
 (vi) the announcement or pendency
of the Transaction contemplated by this Agreement; or 
 (vii) (1) the failure by Seller to take any action expressly
prohibited by the terms of this Agreement or (2) any actions taken by Seller as expressly required by the terms of this Agreement or with the consent of Buyer. 

(fff) “Ordinary Course” means, with respect to any Person, in the ordinary course of that Person’s business
consistent with past practice, including as to the quantity, quality and frequency. 
 (ggg) “Patents” shall have
the meaning ascribed to such term in the definition of Intellectual Property. 
 (hhh) “Pending Order” shall have
the meaning ascribed to such term in Section 3.1. 

  
 7 








 (iii) “Permits” means all permits, licenses, franchises, approvals,
authorizations and consents required to be obtained from any Governmental Authority. 
 (jjj) “Permitted
Encumbrances” shall mean (i) Encumbrances for Taxes, assessments and other governmental charges not yet due and payable or, if due (A) not delinquent or (B) being contested in good faith by appropriate proceedings and described
in reasonable detail on the Seller Disclosure Schedule, and (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other similar Liens or Encumbrances, including all statutory Liens and Encumbrances,
arising or incurred in the ordinary course of business. 
 (kkk) “Person” shall mean any natural person, any
Governmental Authority and any entity the separate existence of which is recognized by any Governmental Authority including corporations, limited liability companies, partnerships, limited liability partnerships, joint ventures, joint stock
companies, trusts, estates, companies and associations, whether organized for profit or otherwise. 
 (lll) “Proprietary
Information and Inventions Agreement” shall mean Seller’s standard form of Proprietary Information and Inventions Agreement executed by each Target Employee. 

(mmm) “Purchase Price” shall have the meaning ascribed to such term in Section 3.1. 

(nnn) “Referral Agreement” shall have the meaning ascribed to such term in Section 3.5. 

(ooo) “Related Agreements” shall mean the Bill of Sale, Assumption Agreement, the IP Assignment Agreement, the Escrow
Agreement, the Transition Services Agreement and the Referral Agreement. 
 (ppp) “Release” shall have the meaning
set forth in CERCLA, 42 U.S.C. § 9601 (22). 
 (qqq) “Representatives” shall mean any director, officer,
employee, accountant, counsel, investment banker, financial advisor or other agent or representative of such Person or any of its Affiliates. 

(rrr) “Restrictive Covenants” shall have the meaning ascribed to such term in Section 11.2(a). 

(sss) “Seller” shall have the meaning set forth in the Preamble. 

(ttt) “Seller Disclosure Schedule” shall mean the schedule (dated as of the date of the Agreement) delivered to Buyer
on behalf of Seller setting forth exceptions to, and disclosure with respect to, representations and warranties of Seller set forth herein. 

  
 8 








 (uuu) “Seller Indemnified Parties” shall have the meaning ascribed to
such term in Section 10.2(b). 
 (vvv) “Service Providers” shall have the meaning ascribed to such term in
Section 5.6(c). 
 (www) “Software” shall mean computer software, programs and databases in any form,
including source code, object code, operating systems and specifications, data, databases, database management code, firmware, utilities, graphical user interfaces and software engines, and all related documentation, developer notes, comments and
annotations. 
 (xxx) “Target Employees” shall have the meaning ascribed to such term in Section 7.2(a). 

(yyy) “Tax,” “Taxes” and “Tax Returns” shall have the meanings ascribed to such terms in
Section 5.12(a). 
 (zzz) “Termination Date” shall have the meaning ascribed to such term in
Section 12.1(b) subject to extension as set forth in Section 12.1(b). 
 (aaaa) “Trademarks” shall have
the meaning ascribed to such term in the definition of Intellectual Property. 
 (bbbb) “Trade Secrets” shall have
the meaning ascribed to such term in the definition of Intellectual Property. 
 (cccc) “Transaction” shall have
the meaning ascribed to such term in the Recitals. 
 (dddd) “Transfer Offers” shall have the meaning ascribed to
such term in Section 7.2(a). 
 (eeee) “Transferred Employees” shall have the meaning ascribed to such term in
Section 7.2(a). 
 (ffff) “Transition Services Agreement” shall have the meaning ascribed to such term in
Section 3.4. 
 SECTION 2 PURCHASE OF ASSETS/ASSUMPTION OF LIABILITIES. 

2.1 Purchased Assets. On the terms and subject to the conditions contained herein, the Seller shall sell, convey, transfer, assign and
deliver to Buyer, and the Seller shall cause Buyer to purchase, acquire and accept from the Seller, free and clear of all Liens (other than those Liens included in the Assumed Liabilities), all of the Seller’s right, title and interest in and
to all of the following assets which Seller owns or in which Seller has any right, title or interest, other than those assets specified as Excluded Assets (collectively, the “Assets”) as the same shall exist on the Closing Date: 

  
 9 








 (a) all accounts or notes receivable of the Business; 

(b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories of the
Business (“Inventory”) 
 (c) all Contracts set forth on Schedule 2.1(c)(i), the Leases set forth on Schedule
2.1(c)(ii) and the Intellectual Property Licenses set forth on Schedule 2.1(c)(iii) (all of the foregoing are collectively referred to herein as the “Assigned Contracts”); 

(d) all Intellectual Property owned by Seller and exclusively used in connection with the Business, including the Intellectual
Property Registrations set forth on Schedule 2.1(d) (the “Intellectual Property Assets”); 
 (e) all furniture,
fixtures, equipment, supplies and other tangible personal property of the Business listed on Schedule 2.1(e) (“Tangible Assets”); 

(f) all Permits listed on Schedule 2.1(f), but only to the extent such Permits may be transferred under applicable Law; 

(g) all prepaid expenses, vendor rebates, credits, advance payments, security, deposits, charges, sums and fees to the extent
related to the Assets; 
 (h) all of Seller’s rights under warranties, indemnities and all similar rights against third
parties to the extent related to any Assets; 
 (i) all rights to any action, suit or claim of any nature available to or
being pursued by Seller, whether arising by way of counterclaim or otherwise, to the extent related to any Assets or to the Business; 

(j) all books and records, including books of account, ledgers and general, financial and accounting records, machinery and
equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development
files, records and data (including all correspondence with any Governmental Authority), sales material and records, strategic plans, internal financial statements and marketing and promotional surveys, material and research, that exclusively relate
to the Business or the Assets (the “Books and Records”), other than books and records set forth on Schedule 2.1(j); 

(k) the corporate or marketing names “LogoSportswear”, “Logo Sportswear”, “LogoSoftwear”, “T
Fund”, “Team Sportswear” and all derivations thereof; and 
 (l) all goodwill associated with any of the
assets described in the foregoing clauses (a) to (k). 
 2.2 Excluded Assets. Notwithstanding anything to the contrary herein and
except as expressly set forth in Section 2.1 above, the Assets do not include, Seller is not selling and Buyer is not purchasing, any other assets of Seller, and all such other assets and properties shall be excluded from the Assets (the
“Excluded Assets”). Without limiting the foregoing, Excluded Assets include the following assets and properties of the Seller: 

  
 10 








 (a) all cash and cash equivalents, bank accounts and securities of Seller; 

(b) all Contracts that are not Assigned Contracts; 

(c) all Intellectual Property other than the Intellectual Property Assets or Intellectual Property Licenses; 

(d) the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records
having to do with the corporate organization of Seller, all employee-related or employee benefit-related files or records, other than personnel files of Transferred Employees, and any other books and records which Seller is prohibited from
disclosing or transferring to Buyer under applicable Legal Requirements and is required by applicable Legal Requirements to retain; 

(e) all insurance policies of Seller and all rights to applicable claims and proceeds thereunder; 

(f) all Benefit Plans and trusts or other assets attributable thereto; 

(g) all Tax assets (including duty and Tax refunds and prepayments) of Seller; 

(h) all rights to any action, suit or claim of any nature available to or being pursued by Seller, whether arising by way of
counterclaim or otherwise, that are not related to the Assets or Business; 
 (i) all assets, properties and rights used by
Seller in its businesses other than the Business. 
 2.3 Assumed Liabilities and Obligations. On the terms and subject to the
conditions and exceptions contained herein, as of the Closing Date, Buyer shall assume and become responsible for only those obligations specified on Schedule 2.3 (the “Assumed Liabilities”), and Buyer does not assume and will not be
responsible or liable for any other Liabilities or obligations of Seller. Seller shall not amend, adjust or compromise any Assumed Liabilities from the date hereof without the prior written consent of Buyer. 

2.4 Excluded Liabilities and Obligations. Notwithstanding anything to the contrary contained in this Agreement, Buyer will not assume or
be liable for, and Seller will retain and remain responsible for, all of Seller’s debts, Liabilities and obligations of any nature whatsoever (other than the Assumed Liabilities set forth in Section 2.3), whether accrued or unaccrued,
whether absolute or contingent, whether known or unknown, whether due or to become due, and regardless of when asserted (collectively, the “Excluded Liabilities”). The Excluded Liabilities include the following: 

  
 11 








 (a) Liabilities Under This Agreement. All of Seller’s Liabilities and
obligations under this Agreement or under any other agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date hereof; 

(b) Taxes. Except as provided in Section 3.3, any Liability for or in respect of (i) the payment of all Taxes
and assessments which are required to be paid or remitted by Seller, including, without limitation, all excise Taxes, sales and use Taxes, payroll withholding Taxes, FICA Taxes, unemployment Taxes, business Taxes and real and personal property
Taxes, and (ii) any Taxes arising out of or relating to the ownership or use of the Assets or the operation of the Business prior to the Closing Date; 

(c) Employee Liabilities. Except as specifically set forth in this Agreement, any and all Liabilities under or relating
to any Employee Plan, Employee Agreement or otherwise relating to any current or former employee, director, or consultant of Seller and his or her service or employment with Seller prior to the Closing; 

(d) Breach of Contract/Violation of Law. All of Seller’s Liabilities or obligations arising out of or in connection
with the breach by Seller of any contract or agreement, including any Liabilities or obligations resulting from, arising out of, relating to, in the nature of or caused by any breach of contract, breach of warranty, tort, infringement, violation of
Legal Requirement or environmental matters concerning or directly in connection with the Assets (including those arising under any and all applicable securities, environmental, health and safety laws) occurring before the Closing, or any damages to
third parties resulting from acts, events or omissions occurring before the Closing; and 
 (e) Fees. All of
Seller’s Liabilities or obligations for expenses or fees incurred by Seller incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement, or the consummation (or preparation for the consummation) of
the transactions contemplated hereby, including all attorneys’ and accountants’ fees, brokerage fees, consultants’ fees and finders’ fees. 

SECTION 3 TRANSACTION CONSIDERATION. 

3.1 Purchase Price. 
 (a)
In consideration for Buyer’s purchase of the Assets and assumption of the Assumed Liabilities, Buyer shall pay to Seller an aggregate amount equal to $10,300,000 in cash (the “Purchase Price”), less the Adjustment Amount. At the
Closing, Buyer shall deliver to the Escrow Agent an amount in cash equal to $1,030,000 (the “Escrow Amount”) to be held and disbursed pursuant to the terms and conditions of the Escrow Agreement (the “Escrow Fund”), which will be
held for the purpose of securing the indemnification obligations of Seller set forth in this Agreement and for the purpose of compensating Buyer and the other Buyer Indemnified Parties for any and all Damages for which they are entitled to
indemnification pursuant to this Agreement. At the Closing, Buyer shall pay to Seller an amount in cash equal to the Purchase Price minus the sum of the Escrow Amount, the Estimated Adjustment Amount and the Estimated Excess Amount (if any). 

  
 12 








 (b) The Purchase Price shall be reduced by an amount (the “Adjustment Amount”) equal to
the actual costs to Buyer following the Closing to complete and ship all unshipped units for pending orders paid as of the Closing Date (“Pending Orders”). Within three (3) Business Days prior to the Closing Date, Seller shall deliver
to Buyer a list of all Pending Orders, together with a good faith estimate of the Adjustment Amount, such amount which shall be reasonably satisfactory to Buyer (the “Estimated Adjustment Amount”). Within 45 days after the Closing, Buyer
will deliver to Seller its calculation of the actual Adjustment Amount with reasonably appropriate supporting documentation as to such costs. Seller shall be entitled to review such determination and supporting documentation and Buyer’s books
and records relating to such costs, solely for the purpose of determining whether Buyer’s determination of the Adjustment Amount reflects Buyer’s actual costs to complete and ship the Pending Orders. 

(c) If the Adjustment Amount as finally determined by Buyer exceeds the Estimated Adjustment Amount, Seller shall pay such difference to Buyer
by wire transfer of immediately available funds to an account or accounts designated by Buyer within five (5) Business Days after the date on which Seller delivers its determination of the Adjustment Amount. If the actual Adjustment Amount is
less than the Estimated Adjustment Amount, Buyer shall pay such difference to Seller by wire transfer of immediately available funds to an account or accounts designated by Seller within five (5) Business Days after the date on which Buyer
delivers notice of the actual Adjustment Amount. 
 (d) The Purchase Price shall also be subject to adjustment as follows: 

(i) At least two Business Days prior to the Closing Date, Seller shall deliver to Buyer an estimated Closing Balance Sheet as
of the Closing Date (the “Estimated Closing Balance Sheet”) and an estimate of the Excess Amount based thereon (the “Estimated Excess Amount”), which shall be reasonably satisfactory to Buyer. Within ten (10) Business Days
after the Closing, the Seller shall deliver to Buyer a balance sheet of the Business, as of the Closing Date (the “Closing Balance Sheet”). If Buyer disagrees with the amounts listed for the Designated Liabilities in the Closing Balance
Sheet, then Buyer shall notify the Seller within forty-five (45) days of its receipt of the Closing Balance Sheet. If Buyer does not so object within forty-five (45) days of its receipt of the Closing Balance Sheet, then the amounts listed
for the Designated Liabilities in the Closing Balance Sheet delivered to Buyer shall be deemed to be the “Final Amounts” and shall be conclusive and binding on the parties. If Buyer so objects within forty-five (45) days of its
receipt of the Closing Balance Sheet, then the parties shall work together for a period of ten (10) Business Days to attempt to resolve the dispute and agree upon the amounts for the Designated Liabilities as of the Closing Date. If the parties
resolve the dispute, then the amounts of the Designated Liabilities as of the Closing Date mutually agreed upon by them in writing shall be deemed to be the “Final Amounts” and shall be conclusive and binding on the parties. If the parties
are unable to resolve the dispute within the ten (10) business day period, the parties shall submit the matter for final resolution to McgLadrey LLP, or such other accounting firm mutually agreed upon by Buyer and Seller (the “Dispute
Auditor”). The Dispute Auditor shall determine the final amounts for the Designated Liabilities, as of the Closing Date, within thirty (30) days after submission of the dispute, and the Dispute Auditor’s determination as to the
amounts of the Designated Liabilities as of the Closing Date shall be deemed to be the “Final Amounts,” and such determination shall be conclusive and binding on the parties. The costs of the Dispute Auditor shall be shared equally by
Buyer and Seller. 

  
 13 








 (ii) The amount by which the sum of the “Final Amounts” determined as
provided in Section 3.1(d)(i), exceeds $731,671.00 shall be the “Excess Amount”. If the Excess Amount exceeds the Estimated Excess Amount, then within ten (10) Business Days after the date of such determination, Seller shall
remit to Buyer the amount by which the Excess Amount exceeds the Estimated Excess Amount. If the Excess Amount is less than the Estimated Excess Amount, then within ten (10) Business Days after the date of such determination, Buyer shall remit
to Seller the difference between the Estimated Excess Amount and the Excess Amount. If the sum of the Final Amounts is less than or equal to $731,671.00, then the Excess Amounts shall be deemed to be $0. 

(iii) For purposes of this Section 3.1(d), the term “Designated Liabilities” shall mean the liabilities of the
Business included under the following line items in the Closing Balance Sheet: accounts payable, Tfund commission payable, PTO accrual, accrued liabilities – general, accrued liabilities – other, allowance for sales returns, and LT portion
of deferred rent, each as calculated in accordance with the methodology used to prepare the Financial Statements. 
 3.2 Escrow. On
the Closing Date, Buyer shall on behalf of Seller deposit the Escrow Amount with the Escrow Agent. The Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms of the Escrow Agreement. On the terms and subject
to the conditions set forth in Section 10 and the Escrow Agreement, the Escrow Amount, or any portion thereof then remaining, shall be subject to release to Seller fifteen (15) months after the Closing Date, in each case subject to the
resolutions of any claims for indemnification. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and
disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement. 
 3.3 Taxes and Tax Reporting. Seller and
Buyer shall each be responsible for, and shall pay, 50% of all applicable sales Taxes, use Taxes, value-added Taxes and other transfer Taxes (including recording Taxes, stamp Taxes and any similar Taxes arising upon the transfer of tangible,
intangible or real property or interests therein) that become due and payable as a result of the sale, transfer and delivery of the Assets. Seller and Buyer shall prepare and timely file all Tax Returns required to be filed in respect of any Taxes
described in this Section 3.3 that are the primary responsibility of such party under any applicable Legal Requirement; provided, however, that such party’s preparation of any such Tax Returns shall be subject to the other’s approval,
which approval shall not be unreasonably withheld or delayed. Each party agrees to cooperate with the other party in the timely completion, execution and filing of any documentation required by any Governmental Authority in connection with any such
Taxes. Seller and Buyer each agree to use their reasonable best efforts to take actions reasonably requested by the other to minimize any sales, use and other transfer taxes and fees incurred in connection with the assignment, conveyance, transfer
and/or delivery of the Assets hereunder, including the acceptance of transfer via means of electronic transmission of all Assets capable of being so transmitted. Buyer further agrees to deliver all certificates reasonably requested by Seller to
verify the fact of such electronic transmissions or other actions. The parties hereto 

  
 14 








 
agree that for all federal and state tax purposes the consideration received by Seller for the Assets hereof shall be allocated in accordance with Section 1060 of the Code as set forth in
Schedule 3.3 (to be agreed upon by Buyer and Seller prior to Closing) and that all financial reports, and income and other tax returns and information reports, will be prepared and filed in a manner consistent with such allocation and no party
hereto will take any position inconsistent with such allocation in any subsequent returns or proceedings, except as may be required by law. Buyer and Seller each agree to file IRS Form 8594, and any corresponding state tax forms, on a timely basis
and in accordance with Schedule 3.3 as mutually agreed to by Buyer and Seller prior to Closing. 
 3.4 Transition Services Agreement.
On the Closing Date, Buyer and Seller shall enter into a Transition Services Agreement in the form attached hereto as Exhibit B (the “Transition Services Agreement”) pursuant to which Seller will provide certain transition services.

 3.5 Referral Agreement. On the Closing Date, Buyer and Seller shall enter into a Referral Agreement in the form attached hereto as
Exhibit C (the “Referral Agreement”). 
 3.6 Cerreta Profits Interest. On the Closing Date, Buyer shall cause Logo
Sportswear Holdings, LLC, a Delaware limited liability company (“Holdings”) to issue to Patrick Cerreta Class B Units representing a “profits interest” member interest in Holdings as mutually agreed between Buyer and Cerreta, and
Cerreta shall execute and deliver the Limited Liability Company Agreement of Holdings. 
 SECTION 4 CLOSING. 

4.1 Closing. The closing (the “Closing”) shall take place via transmission of
documents electronically on the second (2nd ) Business Day following the date on which the conditions set forth in Section 8 and
Section 9 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) are satisfied or waived in accordance with this Agreement, or such other date, place
or time as may be agreed upon between the parties; provided, further, that nothing in this Section 4.1 shall effect Buyer’s obligations pursuant to Section 7.1. The day on which the Closing actually occurs is referred to herein as the
“Closing Date”. The Closing shall be deemed to take place at 12:01 a.m. Eastern Time on the Closing Date. 
 4.2 Transfer of
Possession. On the Closing Date, Seller shall place Buyer or one of its Affiliates as designated by Buyer in full possession of the Assets and shall execute such assignments, assumptions and other instruments of transfer, in form and substance
reasonably satisfactory to Buyer, with such other appropriate instruments of title and consents of third parties as Buyer shall reasonably request in order to effectively transfer the Assets to Buyer as designated by Buyer, including (i) one or
more Assignment and Assumption Agreements in substantially the form of Exhibit D attached hereto (the “Assumption Agreement”), (ii) one or more Bills of Sale in substantially the form of Exhibit E attached hereto (the
“Bill of Sale”), and (iii) one or more IP Assignment Agreements in substantially the form of Exhibit F attached hereto (the “IP Assignment Agreement”). The Assets shall be delivered via electronic transmission to the
extent practicable. On the Closing Date, Seller shall make all other Assets available for Buyer or one of its Affiliates as designated by Buyer to take physical possession at 

  
 15 








 
the Closing. If and to the extent that, from and after the Closing, Seller or Buyer discovers any Assets that should have been conveyed and delivered to Buyer at the Closing pursuant hereto but
were not so conveyed and delivered at the Closing, Seller shall convey and deliver such Assets to Buyer or one of its Affiliates as designated by Buyer as soon as reasonably practicable after the discovery thereof, in each case at Seller’s
expense and without additional consideration paid therefor. 
 SECTION 5 REPRESENTATIONS AND WARRANTIES OF SELLER. 

Except as set forth in the Seller Disclosure Schedule with respect to specifically identified subsections of this Section 5, as an
inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereby, Seller represents and warrants to Buyer as follows: 

5.1 Organization, Good Standing, Corporate Power and Qualification. Seller has been duly organized, and is validly existing and in good
standing under the laws of the State of Delaware and has the requisite power and authority to enter into and perform this Agreement, and the Related Agreements to which Seller is or is to be a party, to own and operate its properties and assets and
to carry on its business as currently conducted. 
 5.2 Due Authorization, Binding Effect. All action on the part of Seller or its
stockholders, if any, necessary for the authorization, execution, delivery of, and the performance of all obligations of Seller under this Agreement and the Related Agreements to which Seller is or is to be a party has been taken. This Agreement,
along with the Related Agreements, when executed and delivered by Buyer, will constitute valid and legally binding obligations of Seller, as the case may be, enforceable in accordance with their respective terms, except as may be limited by:
(i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or (ii) the effect of rules of law governing the
availability and enforceability of equitable remedies. 
 5.3 No Conflicts. The execution, delivery and performance of this Agreement,
the Related Agreements to which Seller is or is to be a party and the consummation of the transactions contemplated hereby or thereby do not and will not (i) conflict with or result in any violation or default under Seller’s certificate of
incorporation or bylaws, as amended to-date, (ii) violate any Legal Requirement to which Seller is subject; or (iii) conflict with or result in a violation or breach of, with or without the passage of time or the giving of notice or both,
or give any party the right to terminate, accelerate or modify, or require the consent of any Person under, any Contract to which Seller is a party, except, in the case of (ii), any violation which would not reasonably be expected to have a Material
Adverse Effect and except in the case of (iii), (a) as to Contracts not included in the Assigned Contracts, any violation or breach that would not prevent Seller from performing its obligations under this Agreement or any Related Agreement to
which Seller is a party or consummating the transactions contemplated hereby or thereby and (b) as to the Assigned Contracts, any violation or breach which would not be material to the Business following the Closing. 

  
 16 








 5.4 Governmental Consents. No consent, approval, order or authorization of, or
registration, qualification, designation, notice, declaration or filing with, any Governmental Authority is required on the part of Seller in order to enable Seller to execute, deliver and perform its obligations under this Agreement or the Related
Agreements to which Seller is a party, or to consummate any of the transactions contemplated by the Agreement or the Related Agreements to which it is a party. 

5.5 Litigation. There is no action, suit, proceeding, claim, arbitration or investigation pending (or, to Seller’s knowledge,
currently threatened) against Seller with respect to the Business or the Assets before any Governmental Authority or any arbitral body and no such proceeding has existed with respect to the Business in the past two (2). Seller is not a party or
subject to the provisions of any Legal Requirement that would prevent or materially interfere with or delay the consummation of the transactions contemplated by this Agreement or the Related Agreements. There is no action, suit, proceeding, claim,
arbitration or investigation by Seller or any of its Affiliates related to the Business or the Assets that is pending or which Seller or any of its Affiliates intends to initiate. None of the Assets is subject to any order, writ, judgment, award,
injunction or decree of any Governmental Authority of competent jurisdiction or any arbitrator or arbitrators. 
 5.6 Intellectual
Property. 
 (a) Ownership; Status. None of the Intellectual Property Assets are the subject of any outstanding
judgment, order, decree, agreement or ruling that would adversely affect or limit Buyer’s use thereof or rights thereto. Seller solely owns the entire right, title and interest, and good and marketable title to the Intellectual Property Assets,
free and clear of any Encumbrance. No Person has any ownership right, title, interest, claim in or Encumbrance on any of the Intellectual Property Assets. Seller has taken those steps reasonably necessary to preserve Seller’s legal rights in,
and value of, the Intellectual Property Assets. The Intellectual Property Assets and Intellectual Property Licenses include all of the Seller’s Intellectual Property necessary and sufficient for the operation of the Business as currently
conducted. To Seller’s knowledge, all of the Intellectual Property Assets are valid and enforceable in accordance with applicable law. Section 5.6(a) of the Seller Disclosure Schedule sets forth a complete and correct list of (i) all
Intellectual Property Registrations (including the jurisdiction, title or Trademark, application number, application date, patent or registration number, registration date and status) and (ii) all unregistered Trademarks used by the Business.

 (b) Licenses; Other Agreements. Section 5.6(b) of the Seller Disclosure Schedule sets forth (i) all
options, licenses or agreements or other Contracts under which Seller has granted a license to any Person under any of the Intellectual Property Assets, (ii) all covenants not to compete or Contracts limiting Seller’s ability to exploit
fully the Intellectual Property Assets or to transact the Business in any market or geographical area or with any Person, and (iii) each item or component of Intellectual Property that is licensed to Seller by any Person which is used in
connection with the Business as currently conducted, except for “shrink-wrap” or “click-wrap” license agreements relating to off-the-shelf computer software licensed in the ordinary course of business. Seller has the right to
assign to Buyer all right, title and interest Seller has under the agreements listed or required to be listed on Section 5.6(b) of the Seller Disclosure Schedule without obtaining the prior consent of any Person. Except as set forth on
Section 5.6(b) of the Seller Disclosure Schedule, the Intellectual Property Assets are not subject to any Intellectual Property Licenses. 

  
 17 








 (c) No Infringement. Seller has not received any (i) written or to
Seller’s knowledge, oral communications alleging that Seller’s operation of the Business has violated, misappropriated or infringed or, would violate, misappropriate or infringe any Intellectual Property of any Person or (ii) cease
and desist letters or invitations to enter into a license under the Intellectual Property of any Person, in each case, in connection with Seller’s operation of the Business. To the Seller’s knowledge, the conduct of the Business does not
infringe, misappropriate or otherwise violate the Intellectual Property of any Person. To the Seller’s knowledge, none of the Intellectual Property Assets are being infringed, misappropriated or otherwise violated by any Person. 

(d) No Breach by Employee. To Seller’s knowledge, no Transferred Employee or consultant to Seller or its
subsidiaries who work with the Business (collectively, with Transferred Employees, “Service Providers”) is obligated under any agreement (including licenses, covenants, or commitments of any nature) or subject to any judgment, decree or
order of any Governmental Authority, or any other restriction that would interfere with the use of his or her reasonable best efforts to carry out his or her duties for Seller or to promote the interests of Seller or that would prevent such
employees or consultants from assigning to Seller inventions and all other Intellectual Property created, developed, conceived or reduced to practice in connection with services rendered to Seller. To the Seller’s knowledge, none of the past or
present employees, officers or directors of the Seller or any other Person has any rights in the Intellectual Property Assets. 

(e) No Impairment. Following the Closing, all of the Intellectual Property Assets and Intellectual Property Licenses
shall be owned or available for use by Buyer on terms and conditions identical to those on which the Seller owned or used such Intellectual Property Assets and Intellectual Property Licenses immediately prior to Closing. 

5.7 Compliance with Contracts and Legal Requirements. Seller’s ownership and use of the Assets and conduct of the Business is not
in violation or default, in any material respect, of any Contract to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates is bound, and Seller’s ownership and use of the Assets and conduct of the Business
is and has been in compliance in all material respects with all applicable Legal Requirements. Notwithstanding the foregoing, the representations and warranties in this Section 5.7 shall not be deemed to cover, refer or relate to matters with
respect to (a) Intellectual Property, which are addressed solely in Section 5.6, (b) employee matters, which are addressed solely in Section 5.11, (c) Taxes, which are addressed solely in Section 5.12 or
(d) environmental matters, which are addressed solely in Section 5.14. Seller and its Affiliates have not received any written notice, or, to Seller’s knowledge any oral notice, of any breach or violation of any such Contract or Legal
Requirement which has not been remedied prior to the date hereof. 

  
 18 








 5.8 Assets Generally. 

(a) Except as otherwise expressly provided in this Agreement, Seller makes no representations or warranties whatsoever to Buyer
or any other Person, express, implied, statutory or otherwise, concerning the Assets, the Assumed Liabilities, the Business or any other matter, including, but not limited to, any representation or warranty as to value, quality, quantity, condition,
merchantability, design, suitability, usability, salability, obsolescence, working order, compliance with law, validity or enforceability. BUYER SPECIFICALLY ACKNOWLEDGES THAT NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE
MADE OR SHOULD BE IMPLIED IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 
 (b) The Assets to be transferred hereunder
(together with services to be provided pursuant to the Transition Services Agreement) constitute all the assets, properties and rights of Seller necessary to operate the Business as currently being operated. 

(c) Seller owns outright and has good and marketable title to, or a valid leasehold interest in, or a valid right to use, all
of the Assets conveyed by it free and clear of all Encumbrances, except for Permitted Encumbrances. On the Closing Date, Seller will transfer to Buyer good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of all
Encumbrances. The representations and warranties in this Section 5.8(c) do not apply to the Intellectual Property Assets, which are covered in Section 5.6. 

(d) All of the tangible personal property included in the Assets, in each case with a value in excess of $10,000, has been, to
Seller’s knowledge, properly maintained and is adequate and suitable for the purposes for which it is presently being used and is in good operating condition, ordinary wear and tear excepted. 

5.9 Contracts. 

(a) Except for the Assigned Contracts, there are no Contracts to which Seller is a party or by which it is bound, that,
individually or in the aggregate, are material to the Business or the Assets. The Seller is not in material breach of or in default under any Assigned Contract, and no event has occurred or condition exists that with the passage of time or giving of
notice or both would constitute such a breach or default, result in a loss of a material right, require the payment of any damages or penalties or result in the creation of an Encumbrance thereunder or pursuant thereto. The Seller has not received
written notice from any Person party to any Assigned Contract regarding the termination, cancellation or material change to the terms of, any Assigned Contract. 

(b) True and complete copies of all of the Assigned Contracts have been delivered or made available to Buyer and all Assigned
Contracts are valid, subsisting agreements, in full force and effect and binding upon the Seller and, to Seller’s knowledge, the other parties thereto in accordance with their terms. 

  
 19 








 5.10 Governmental Authorizations. Section 5.10 of the Seller Disclosure Schedule
identifies each Governmental Authorization held by Seller that is primarily related to the Business or the Assets, and Seller has delivered to Buyer accurate and complete copies of all such Governmental Authorizations. The Governmental
Authorizations identified in Section 5.10 of the Seller Disclosure Schedule are valid and in full force and effect and will continue to be, immediately following consummation of the Transactions, without modification, and collectively
constitute all Governmental Authorizations necessary for the conduct of the Business and the use of the Assets as they are currently being used. Seller and its Affiliates are, and have at all times been, in substantial compliance with the terms and
requirements of the respective Governmental Authorizations identified in Section 5.10 of the Seller Disclosure Schedule. Seller and its Affiliates have not received any written notice or other written communication from any Governmental
Authority regarding (a) any actual or possible violation of or failure to comply with any term or requirement of any Governmental Authorization related to the Assets or the Business or (b) any actual or possible revocation, withdrawal,
suspension or modification of any Governmental Authorization related to the Assets or the Business. 
 5.11 Employee Matters. 

(a) Seller will have paid all compensation (including wages, commissions, bonuses and benefits) payable to or on behalf of the
Target Employees that is required to be paid on or prior to the Closing Date. 
 (b) There are no agreements, understandings
or commitments, written or oral, of Seller to any Service Provider with respect to any compensation, severance obligations, change in control benefits, employee benefits (other than non-material fringe benefits), commissions or bonuses. 

(c) Section 5.11(c) of the Seller Disclosure Schedule sets forth a true and complete list of all Employee Plans. Seller
has made available to Buyer true and complete copies of all plan documents and insurance contracts (including all amendments thereto) that embody or relate to the Employee Plans which have been requested by Buyer. 

(d) No Target Employee performs services outside of the United States. 

(e) Each Target Employee is (i) a United States citizen, (ii) a lawful permanent resident of the United States, or
(iii) an alien authorized to work in the United States either specifically for Seller or for any United States employer. Seller is in compliance in all material respects with applicable immigration Legal Requirements, has completed a Form I-9
(Employment Eligibility Verification) for each Target Employee and each such Form I-9 has since been updated as required by applicable Legal Requirements and is correct and complete as of the date hereof. 

(f) The establishment, maintenance and operation of all Employee Plans has complied in all material respects, in form and
operation, with the terms of all applicable plan documents and with the terms of ERISA, the Code and other applicable Legal Requirements. Neither Seller nor any of its parents, subsidiaries or any other Person that,


  
 20 








 
together with Seller or its Affiliates, would be treated as a single employer under Section 414 of the Code or under Section 4001(b) of ERISA, has ever contributed to or otherwise had
any liability with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) that (i) is subject to Title IV of ERISA or Section 412 of the Code, or (ii) provides life insurance, medical or other
health and welfare benefits upon retirement or termination of employment for any reason, except as may be required by COBRA, or (iii) is a “multiemployer plan” (within the meaning of Sections 3(37) or 4001(a)(3) of ERISA). 

(g) Section 5.11(g)(i) of the Seller Disclosure Schedule sets forth the policy of Seller with respect to PTO Accrual and
the amount of such liabilities as of January 31, 2015 for each of the Target Employees. As of the Closing, the Closing PTO Amount Schedule will set forth an accurate and complete list of the amount of PTO Accrual for each of the Target
Employees. At Closing, Seller will deliver to Buyer a complete and accurate list of each Target Employee’s: (i) employee identification number, (ii) employment location, (iii) date of hire, (iv) current title,
(v) current annual salary, (vi) current bonus and/or commission potential, including amounts earned but unpaid as of the date hereof, (vii) classification by Seller as exempt or non-exempt, (viii) outstanding equity awards under
any Employee Plan, (ix) any wage or salary increase or bonus payments made after December 31, 2013 for any salaried employee with a base salary of $35,000 or more, and (x) any commitment to pay an amount or benefit in connection with
a termination of employment (contingent or otherwise) or in connection with a change of control. 
 (h) Seller has properly
classified Target Employees pursuant to the requirements of the Fair Labor Standards Act. Seller has properly classified, pursuant to the Code any other applicable law, all Service Providers that are treated as independent contractors. There are no
actions, suits, claims, labor disputes or grievances pending, or, to the knowledge of Seller, threatened or anticipated involving any Target Employee or involving any Service Provider and relating to the Business. Neither Seller nor any of its
Affiliates has engaged in any unfair labor practices within the meaning of the National Labor Relations Act. To the knowledge of Seller, no Service Provider is obligated under any contract or agreement, subject to any judgment, decree or order of
any court or administrative agency that would interfere with such person’s efforts to promote the interests of Seller or that would interfere with the Assets. Neither the execution nor delivery of this Agreement will conflict with or result in
a breach of the terms, conditions or provisions of, or constitute a default under, any contract or agreement to which Seller is a party and under which any Target Employee is now bound. 

(i) Seller is not a party nor is bound by any collective bargaining agreement or other labor union contract (including any
contract or agreement with any works council, trade union, or other labor-relations entity) with respect to any Target Employee, Seller has not been subject to or bound by any such collective bargaining agreement or other union contract at any time
during the two (2) years prior to the date of this Agreement, and no such collective bargaining agreement or other union contract is being negotiated by Seller. To the knowledge of Seller, as of the date hereof, none of the


  
 21 








 
Service Providers is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreements relating to, affecting or in conflict with the present or proposed
activities of the Assets, except for agreements between Seller or any of its Affiliates and their present and former employees, consultants and contractors. 

5.12 Taxes. 

(a) For purposes of this Agreement, (i) the term “Tax” or “Taxes” means any federal, state, local or
foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits,
withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add on minimum, estimated or other tax of any kind whatsoever, including any interest, penalty
or addition thereto, whether disputed or not, and (ii) the term “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto,
and including any amendment thereof. 
 (b) Seller has timely filed all Tax Returns that it was required to file. All such
Tax Returns were correct and complete in all respects and were prepared in compliance with all applicable Legal Requirements. All Taxes owed by Seller (whether or not shown or required to be shown on any Tax Return) have been paid. Seller is not the
beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by a Governmental Authority in a jurisdiction where Seller does not file Tax Returns that Seller is or may be subject to taxation by that
jurisdiction. There are no audits, examinations, investigations, disputes, claims or other actions now pending or, to Seller’s knowledge, threatened with respect to any liability for Taxes of Seller. No material deficiencies exist or have been
asserted with respect to Taxes of Seller. 
 (c) Seller’s Tax obligations will not result in the inability to materially
consummate the transactions contemplated in this Agreement. 
 (d) Seller has not waived any statute of limitations in
respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency, and there are no outstanding requests to extend the statutory period of limitations applicable to the assessment or collection of any Taxes or
deficiencies against Seller. 
 (e) There is no agreement, contract, arrangement or plan to which Seller or any of its
Affiliates has any outstanding obligations (conditional or otherwise) covering any Service Provider that has resulted, or could provide for a “deferral of compensation” (subject to Section 409A of the Code (or any similar provision of
state law). 
 (f) Seller has complied with all applicable Legal Requirements relating to the withholding of Taxes and has
timely collected or withheld and paid over to the proper Governmental Authority all amounts required to be so collected or withheld and paid over for all periods up to (but not including) the Closing Date under all applicable Legal Requirements, and
all Forms W-2 and 1099 required with respect thereto have been properly completed and timely filed. 

  
 22 








 (g) There are no Liens for Taxes (other than Permitted Encumbrances) upon the
Assets. 
 5.13 Material Relationships. No supplier to, or distributor of or customer of the Business has notified Seller in writing
of an intention to terminate or materially adversely change its existing business relationship with Seller and Seller has no reason to believe that such termination or alteration of the relationship with Seller is likely to occur. To the knowledge
of Seller, no such supplier, distributor or customer is threatened with bankruptcy or insolvency. 
 5.14 Environmental Matters. 

Except as would not have a Material Adverse Effect on the Business, with respect to any facilities or properties that are used primarily for
the Business: 
 (a) Seller is and has at all times been in compliance with all Environmental Laws and all Environmental
Permits, and any prior noncompliance by Seller with Environmental Laws or Environmental Permits has been resolved without any pending, ongoing or potential future Liability. 

(b) Seller has not owned or operated any underground or aboveground storage tanks or any surface impoundments, septic tanks,
pits, sumps or lagoons. 
 (c) Except as in compliance in all material respects with Environmental Laws and in connection
with the Business, neither Seller nor, to Seller’s knowledge, any other Person has released, stored, treated, generated, used, sold, disposed of, arranged for or permitted the disposal of, handled, exposed any Person to, labeled or failed to
label properly, or transported any Hazardous Substance, or owned or operated any property or facility which is or has been contaminated by any Hazardous Substance, so as to give rise to any Liabilities of Seller. 

(d) No property currently or formerly owned or operated by Seller and primarily used for the Business is listed or has been
proposed for listing on the National Priorities List or the Comprehensive Environmental Response, Compensation and Liability Information System under CERCLA or any similar or analogous list established or maintained by any Governmental Authority.

 (e) Seller has not received any claims for, or other notice of, Liability under Environmental Laws relating to, pending or
threatened against Seller. 
 (f) Seller has not assumed any Liabilities under Environmental Laws of any other Person. 

(g) There are no facts, circumstances or conditions relating to the facilities, properties or operations of the Business that
have given or could reasonably be expected to give rise to any Liabilities under Environmental Laws. 

  
 23 








 (h) Section 5.14(h) of the Seller Disclosure Schedules sets forth a list of
all Environmental Permits used or held for use by the Business. All Environmental Permits currently required in connection with the operation of the Business in accordance with Environmental Laws are in full force and effect. 

(i) Seller has provided to Buyer true and correct copies of all environmental audits, assessments, and reports and all other
documents pertaining to environmental, health and safety matters relating to the past or present facilities, properties or operations of the Business, in each case which are in its possession or under its reasonable control.] 

5.15 Real Estate. Seller does not and has never owned any real property used primarily for the Business. Schedule 5.15 sets forth a
correct and complete list and summary description of all leases, subleases or other Contracts under which Seller is a lessor, lessee, sub-lessor, or sub-lessee of or otherwise uses or occupies any real property used primarily for the Business
(collectively, the “Real Property Leases”) including the address of each parcel of real property held pursuant to the Real Property Leases (the “Leased Real Property”). True and complete copies of all Real Property Leases and all
amendments, extensions, renewals, guaranties and other agreements with respect thereto have been delivered or made available to Buyer. There are no parties other than Seller or the applicable fee owner of the Leased Real Property that are in
possession of any Leased Real Property or the improvements thereon or any portion or portions thereof. No Representative or Affiliate of Seller owns directly or indirectly, any interest in or has any right to occupy or use any Leased Real Property,
building or other structure used or occupied by Seller. There are no pending or, to the Seller’s knowledge, proposed eminent domain or condemnation proceedings with respect to any of the Leased Real Property by any Governmental Authority. Prior
to the Closing Date, Seller shall use commercially reasonable efforts to obtain all required approvals or consents required under each Real Property Lease in connection with Closing hereunder, and the assignment of the Real Property Leases to Buyer
at Closing hereunder shall not constitute a default under any Real Property Lease. Seller does not owe any brokerage commissions or finder’s fees with respect to any Real Property Lease and no brokerage commission or finder’s fee will be
payable with respect to the exercise of any renewal or extension of the term of any Real Property Lease. To Seller’s knowledge, each parcel of Leased Real Property and all of the buildings thereon, including the structural components of such
buildings (including roofing, walls and floors), fixtures and other material improvements owned or leased by Seller, and all heating and air conditioning, plumbing, electrical and other mechanical facilities and equipment, are in good operating
condition and repair (subject to ordinary wear and tear). To Seller’s knowledge, all buildings located on the Leased Real Property are supplied with utilities and other services required by Legal Requirements or necessary for the current
operation of such facilities, and no written notice has been received by Seller regarding the termination or material impairment of any such service. Each parcel of Leased Real Property abuts on and has direct vehicular access to a public road, or
has legal and practical access to a public road via an easement benefiting such Leased Real Property. 
 5.16 No Material Adverse
Effect. Since December 31, 2014, there has not been any Material Adverse Effect. 
 5.17 Financial Statements. 

  
 24 








 (a) Attached to the Seller Disclosure Schedules are the unaudited financial
statements of the Business for the year ended December 31, 2014 (the “Financial Statements”), prepared internally by Seller and including the balance sheet and statement of income and retained earnings, as of such date and for the
period then ending. The Financial Statements (i) were prepared and maintained in accordance with GAAP, applied on a consistent basis, and (ii) fairly present the financial condition of the Business as of the date thereof and the results of
operations and cash flow of the Business for the period indicated; provided, however, that the Financial Statements are subject to normal year-end audit adjustments and lack footnotes and other presentation items (none of the foregoing of which will
be material individually or in the aggregate or if presented would differ materially from those presented in the Financial Statements). 

(b) Seller maintains accurate books and records reflecting the assets and liabilities of the Business and maintains proper and
adequate internal accounting controls with respect to the Business. The Financial Statements do not contain any material, non-recurring items, except as expressly set forth therein. There are no transactions of a nature material to the Business,
individually or in the aggregate, that have not been properly recorded in the accounting records underlying the Financial Statements. 

5.18 Undisclosed Liabilities. Seller has no direct or indirect material indebtedness or other material Liability with respect to the
Business, which are not fully and adequately reflected or reserved against in the Financial Statements, except those (a) arising since the date of the Financial Statements in the Ordinary Course, (b) disclosed in the Seller Disclosure
Schedule, and (c) that do not have a Material Adverse Effect on the Assets or the Business. 
 5.19 Accounts Receivable. All
accounts receivable of Seller relating to the Business have arisen from bona fide transactions in the Ordinary Course, are enforceable and represent valid obligations to Seller. To the Seller’s knowledge, there is no contest, claim or right of
set-off relating to the amount or validity of any such accounts receivable. Since the date of the Financial Statements, collection of the accounts receivable of Seller relating to the Business through the date hereof has been and is consistent with
the past business practices of Seller in regard to the Business. 
 5.20 Operations of Seller. Except as expressly contemplated by
this Agreement, since December 31, 2013, Seller has not, with respect to the Business: 
 (a) changed, or agreed to
change, in any material manner the character of the Business; 
 (b) waived, or agreed to waive, any right of material value
relating to the Business; 
 (c) except in the Ordinary Course, changed, or agreed to change, or take any action inconsistent
with, any of its business policies or practices, including collecting receivables, paying payables, advertising, marketing, pricing, purchasing, sales, returns, budget or product acquisition policies or practices or any accounting policies or
practices pertaining primarily to the Business, including accruals of receivables, accrual of expenses, establishment of reserves or inventory control; 

  
 25 








 (d) sold (other than products sold in the Ordinary Course), abandoned, licensed,
leased (as lessor or lessee), encumbered or caused to be encumbered or made any other disposition of any of its material assets or properties relating to the Business (whether tangible or intangible); 

(e) except in the Ordinary Course or in amounts less than $100,000 in the aggregate, incurred or assumed, or agreed to incur or
assume, any Liability (whether or not currently due and payable) included in the Assumed Liabilities; 
 (f) except for
equipment or inventory acquired in the Ordinary Course, made any acquisition of all or any part of the assets, properties, capital stock or business of any other Person or made any commitments to do any of the foregoing, in each case in relation to
the Business; 
 (g) entered into any Assigned Contract not in the Ordinary Course; 

(h) operated the Business other than in the Ordinary Course, including the collection of vendor rebates and prepayment of
expenses; 
 (i) terminated or agreed to terminate, or failed to renew, or received any written threat (that was not
subsequently withdrawn) to terminate or fail to renew, any Contract that is or was material to the assets, properties, operations or condition (financial or otherwise) of the Business; 

(j) suffered or incurred any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting
the assets, properties, operations, condition (financial or otherwise) or prospects of the Business; 
 (k) violated,
breached or defaulted under in any material respect, or take or fail to take any action that would constitute a material violation or breach of, or default under, any Contract to which Seller is a party pertaining primarily to the Business; or 

(l) authorized, or committed or agreed to take, any of the foregoing actions. 

SECTION 6 REPRESENTATIONS AND WARRANTIES OF BUYER. 

Buyer represents and warrants to Seller as follows: 

6.1 Organization, Good Standing, Corporate Power and Qualification. Buyer has been duly incorporated and organized, and is validly
existing and in good standing, under the laws of the state of Delaware. Buyer has the requisite corporate power and authority to enter into and perform this Agreement, and the Related Agreements to which Buyer is or is to be a party, to own and
operate its properties and assets and to carry on its business as currently conducted. 

  
 26 








 6.2 Due Authorization, Binding Effect. All corporate action on the part of Buyer necessary
for the authorization, execution, delivery of and the performance of all obligations of Buyer under this Agreement and the Related Agreements to which Buyer is or is to be a party has been taken. This Agreement, along with the Related Agreements to
which Buyer is a party, when executed and delivered by Seller will constitute valid and legally binding obligations of Buyer, enforceable in accordance with their respective terms, except as may be limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium or others laws of general application relating to or affecting the enforcement of creditors’ rights generally or (ii) the effect of rules of law governing the availability or enforceability of
equitable remedies. 
 6.3 No Conflicts. The execution, delivery and performance of this Agreement, the Related Agreements to which
Buyer is or is to be a party and the consummation of the transactions contemplated hereby or thereby do not and will not (i) conflict with or result in any violation or default under Buyer’s certificate of incorporation or bylaws, as
amended to-date, (ii) violate any Legal Requirement to which Buyer is subject; or (iii) conflict with or result in a violation or breach of, with or without the passage of time or the giving of notice or both, or give any party the right
to terminate, accelerate or modify, or require the consent of any Person under, any Contract to which Buyer is a party, except in the case of (iii), any violation or breach that would not prevent Buyer from performing its obligations under this
Agreement or any Related Agreement to which Buyer is a party or consummating the transactions contemplated hereby or thereby. 
 6.4
Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, notice, declaration or filing with, any Governmental Authority is required on the part of Buyer in order to enable Buyer to
execute, deliver and perform its obligations under this Agreement or the Related Agreements to which Buyer is or is to be a party, or to consummate any of the transactions contemplated by the Agreement or the Related Agreements to which Buyer is or
is to be a party. 
 6.5 Litigation. There is no action, suit, proceeding, claim, arbitration or investigation pending (or, to
Buyer’s knowledge, currently threatened) against Buyer before any Governmental Authority that would prevent or materially interfere with or delay the consummation of the transactions contemplated by the Agreement or the Related Agreements to
which Buyer is or is to be a party. To Buyer’s knowledge, Buyer is not a party or subject to the provisions of any Legal Requirement that would prevent or materially interfere with or delay the consummation of the transactions contemplated by
the Agreement or the Related Agreements to which Buyer is or is to be a party. 
 6.6 No Finder’s Fees. There is no investment
banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Buyer or any of its Affiliates who might be entitled to any fee or commission from Buyer in connection with the transactions contemplated
hereby. 
 6.7 Absence of Changes. Since February 3, 2015, there has not occurred any change, event or condition that,
individually or in the aggregate with any other changes, events and conditions, has resulted in or would reasonably be expected to result in a material adverse effect on Buyer. 

  
 27 








 6.8 Financing. Buyer will have available to it at Closing, sufficient funds to pay in full
the Purchase Price. 
 SECTION 7 COVENANTS. 

7.1 Conveyance of Assets. 

(a) At or prior to the Closing, Seller shall execute any deeds, bills of sale, instruments of conveyance, assignments,
assurances or any other actions or things as are necessary to transfer, vest, perfect or confirm right, title, interest or ownership (of record or otherwise) of the Assets, including Seller’s rights in the Intellectual Property Assets, as
reasonably requested by Buyer. 
 (b) If at any time after the Closing, Buyer or one of its Affiliates as designated by Buyer
is advised that any additional deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are reasonably necessary to vest, perfect or confirm Buyer’s or one of its Affiliate’s as designated by
Buyer ownership (of record or otherwise), right, title or interest in, to or under any or all of the Assets or otherwise to carry out the intent of this Agreement, Seller shall, at its expense (but subject to Section 3.3), execute and deliver
all deeds, bills of sale, instruments of conveyance, assignments and assurances and take and do all such other actions and things as may be reasonably requested by Buyer in order to vest, perfect or confirm any and all right, title and interest in,
to and under such rights, properties or assets in Buyer or one of its Affiliates as designated by Buyer or otherwise to carry out this Agreement. 

(c) In case after the Closing Date any further action is reasonably necessary, proper or advisable to consummate and make
effective the transactions contemplated by this Agreement, as soon as reasonably practicable, each party hereto shall take, or cause its officers or directors or Affiliates to take, all such reasonably necessary, proper or advisable actions. 

(d) After the Closing Date, Seller shall cooperate with Buyer, its Affiliates and their successors and assigns in the
prosecution and maintenance of the Intellectual Property Assets, including by promptly (i) disclosing relevant facts and delivering instruments and other documents reasonably requested by Buyer or its successors or assigns, and
(ii) providing technical consultations reasonably requested by Buyer or its successors or assigns, including taking reasonable best efforts to make the relevant inventors and counsel that were involved in prosecution of any Intellectual
Property Assets available and accessible to Buyer or its successors or assigns. All such assistance will be provided by Seller without the payment of additional compensation, except that the inventors will be paid and reimbursed by Buyer for time
expended and reasonable travel and subsistence expenses incurred in performing such technical consultations requested by Buyer or its successors or assigns, such expenses to be approved in advance by Buyer or its successors or assigns. Seller and
its Affiliates hereby appoint Buyer as its and their attorney in fact, and hereby authorize Buyer to execute a power of attorney form on its and their behalf for use in any jurisdiction in which Buyer may wish to have the assignment of the
Intellectual Property Assets, sufficient in scope for Buyer to have such assignment registered with the applicable Governmental Authority or domain name registrar. 

  
 28 








 7.2 Employee Matters. 

(a) Buyer shall, or Buyer shall cause one of its Affiliates to, extend offers of employment to Seller’s employees set
forth on Schedule 7.2(a) (the “Target Employees”) (and such offers to Target Employees, the “Transfer Offers”), subject to such reasonable conditions of employment as Buyer may impose, that, if accepted, shall become effective on
the Closing Date or, if a Target Employee is on disability, family leave, sick leave or other approved leave of absence (other than vacation leave) on the Closing Date, on such Target Employee’s ability to return to active service (such
effective date of the Transfer Offer for each Target Employee referred to hereinafter as the “Employment Commencement Date”). At least two (2) Business Days prior to the Closing, Seller shall provide Buyer with a list of all Target
Employees on disability, family leave, sick leave or other approved leave of absence (other than vacation leave) as of the Closing Date. Seller and the officers of Seller shall use commercially reasonable efforts to encourage Target Employees to
accept the Transfer Offers. The Transfer Offers shall set forth the proposed terms of employment for the Target Employees, including salary, incentive compensation opportunities and benefits, with base salary no less than what is paid to such Target
Employee by Seller as of the date hereof. Employment pursuant to a Transfer Offer shall be contingent, among other requirements stated in the Transfer Offer, upon such Target Employee remaining continuously employed by Seller until the end of the
day prior to the Closing. Target Employees who commence employment with Buyer or an Affiliate of Buyer pursuant to a Transfer Offer shall be referred to herein as “Transferred Employees.” Nothing in this Section 7.2 or elsewhere in
this Agreement shall be construed to create a right in any Target Employee, or in any other employee of Seller, to employment with Buyer or any Affiliate of Buyer. All compensation, including base salary or wages, commissions, bonuses and benefits
payable by Seller to or on behalf of the Transferred Employees which is required to be paid on or before such Transferred Employee’s Employment Commencement Date, shall be vested and paid or otherwise discharged in full by Seller on or prior to
such Transferred Employee’s Employment Commencement Date. Each Transferred Employee shall cease all active participation in and accrual of benefits under the Employee Plans as of the day immediately preceding such Transferred Employee’s
Employment Commencement Date. 
 (b) Effective as of the end of the day prior to the applicable Employment Commencement Date,
Seller shall terminate the employment of all Transferred Employees. Seller agrees that Buyer shall not be responsible for any severance or other obligations to any Employees, whether or not they are Transferred Employees, related to such
Employees’ employment by Seller prior to the Employee’s respective Employment Commencement Date, and that Seller shall be solely responsible for any such obligations. Seller shall retain all Liability for salary, wages, accrued bonuses,
accrued, but unused PTO Accrual, and any other Liabilities arising with respect to all Employees (including the Transferred Employees) before the Employment Commencement Date; 

  
 29 








 
provided, however, Buyer shall, or Buyer shall cause one of its Affiliates to, assume all Liability for the payout of all unused PTO Accrual (excluding any interest, waiting time payments and the
like) set forth on the Closing PTO Amount Schedule that is for the benefit of Transferred Employees. Buyer’s Transfer Offer shall include a consent from each Transferred Employee to Buyer’s or its Affiliates’ assumption of the unused
PTO Accrual set forth on the Closing PTO Amount Schedule. 
 (c) At least two (2) Business Days prior to the Closing,
Seller shall deliver to Buyer a true and accurate schedule setting forth the amount of all PTO Accrual through and as of the Closing Date for each of the Employees who have received a Transfer Offer and have not, prior to such date, rejected such
Transfer Offer (the “Closing PTO Amount Schedule”). 
 (d) Seller shall retain and perform all Liabilities and
maintain all insurance under COBRA with respect to Employees (including the Transferred Employees) and their covered dependents; provided, that Buyer shall, or Buyer shall cause one of its Affiliates to, comply with COBRA with respect to Transferred
Employees that become covered by any group health insurance plan of Buyer or one of its Affiliates. Buyer or an Affiliate of Buyer shall be solely responsible for all Liability for salary, wages, bonuses, accrued, but unused vacation pay and any
other Liabilities arising with respect to the performance of services by all Transferred Employees on or after each Transferred Employee’s applicable Employment Commencement Date. 

(e) Buyer and its Affiliates shall not assume sponsorship or any responsibilities under any Employee Plans. Seller shall retain
all Liabilities and obligations of Seller and its Affiliates under its Employee Plans and any Employee Agreements. As of the applicable Employment Commencement Date, each Transferred Employee will be eligible to participate in Buyer’s or one of
its Affiliates’ employee benefit plans and programs which are generally applicable to Buyer’s or its Affiliates’ similarly situated employees, in accordance with the terms and conditions of such plans. Each Transferred Employee shall
be given credit for the corresponding service recognized by Seller prior to the date he or she terminates employment with Seller for purposes of participation eligibility, vesting and benefit eligibility under Buyer’s or its Affiliates’
employee benefit plans and programs, whether in effect on the Closing Date or subsequently established by Buyer or its Affiliates; provided, that the foregoing shall not apply to the extent that its application would result in a duplication of
benefits with respect to the same period of service or for benefit accrual purposes under any defined benefit pension plan. Buyer shall use its reasonable efforts to cause Buyer’s or its Affiliates’ health plans to provide each Transferred
Employee and his or her otherwise eligible dependents with coverage commencing immediately upon the applicable Employment Commencement. If such Transferred Employee was enrolled in Seller’s corresponding plan immediately prior to the Employment
Commencement Date, then Buyer shall use its reasonable efforts to cause Buyer’s or its Affiliates’ health plans to recognize each such Transferred Employee’s expenditures (including those of his or her covered dependents and/or
domestic partner) under Seller’s corresponding plan for the plan year in which the Closing occurs toward any applicable deductible and annual out-of-pocket limit in Buyer’s health plans for such plan year. 

  
 30 








 (f) No provision of this Agreement (including this Section 7.2) shall
(i) create any third-party beneficiary rights in any Transferred Employee, or any beneficiary or dependents thereof, (ii) be construed as in any way modifying or amending the provisions of any Employee Plan or any employee benefit plan of
Buyer or any of its Affiliates, (iii) require Buyer or any of its Affiliates to continue any employee benefit plan or be construed to prevent or limit Buyer or any of its Affiliates from terminating or modifying any employee benefit plan that
Buyer or its Affiliates may establish or maintain or (iv) require Buyer or any of its Affiliates to continue or maintain the employment of any Transferred Employee following the Closing Date. 

7.3 Access and Information. 

(a) From the date hereof until the Closing, subject to reasonable rules and regulations of Seller and any applicable Legal
Requirements, Seller shall (i) afford Buyer and its Representatives access, during regular business hours and upon reasonable advance notice, but in no event less than 72 hours prior notice, to the Employees, the Assets and the Books and
Records, (ii) furnish, or cause to be furnished, to Buyer any financial and operating data and other information that is available with respect to the Assets, Assumed Liabilities or the Business as Buyer from time to time reasonably requests
and (iii) instruct the Employees and its Representatives to reasonably cooperate with Buyer in its investigation of the Assets, Assumed Liabilities and the Business. No investigation pursuant to this Section 7.3(a) or otherwise by Buyer or
its Representatives shall alter any representation or warranty given hereunder by Seller or affect any Buyer Indemnified Party’s rights to indemnification hereunder. All requests for information made pursuant to this Section 7.3(a) shall
be directed to an executive officer of Seller or such Person or Persons as may be designated by Seller. All information received in any form pursuant to this Section 7.3(a) shall be governed by the terms of the Confidentiality Agreement and
shall be held in confidence pursuant to Section 7.9 hereof. 
 (b) Following the Closing, upon the request of the other
party, Seller and Buyer shall, to the extent permitted by applicable Legal Requirements and confidentiality obligations existing as of the Closing Date, grant to the other party and its Representatives during regular business hours and subject to
reasonable rules and regulations of the granting party, the right, at the expense of the non-granting party, to inspect and copy the books, records and other documents in the granting party’s possession pertaining to the operation of the Assets
or the Business prior to the Closing (including books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records). In
no event shall either party have access to legally privileged information of the other party, or to the consolidated federal, state or local Tax Returns of the other party. 

7.4 Preservation of Business. During the period from the date hereof until the Closing, except as required by applicable Legal
Requirements, as otherwise expressly contemplated by this Agreement or as set forth on Schedule 7.4, or with the prior written consent of Buyer, Seller shall, and shall cause its Affiliates to: 

  
 31 








 (a) operate and maintain the Assets and the Business in the Ordinary Course; 

(b) use commercially reasonable efforts to preserve the goodwill of and relationships with Governmental Authorities, customers,
suppliers, vendors, lessors, licensors, licensees, contractors, distributors, agents, employees and others having business dealings with Seller or its Affiliates in connection with Seller’s or its Affiliates’ use of the Assets or operation
of the Business; 
 (c) comply with all Legal Requirements and Governmental Authorizations applicable to Seller’s
ownership or use of the Assets or operation of the Business; 
 (d) maintain in full force and effect policies of insurance
or substantially equivalent policies that relate to the Assets or the Business; 
 (e) not mortgage, pledge or subject to any
Encumbrance (other than a Permitted Encumbrance) any of the Assets; 
 (f) not sell, assign, license, grant a covenant not to
sue or release, transfer, convey, lease, surrender, relinquish, permit to expire, terminate or lapse, or otherwise dispose of any right, title or interest in or to any of the Assets; 

(g) not settle or compromise any claim, Liability, Action or obligation related to or in connection with the Assets, any
Assumed Liability, other than the payment, discharge or satisfaction of Liabilities in the ordinary course of business or as otherwise contemplated by this Agreement; 

(h) not materially amend, waive, modify or consent to the termination of any Assigned Contract or any Governmental
Authorization, or materially amend, waive, modify or consent to the termination of rights of Seller or its Affiliates thereunder; 

(i) not terminate the employment or otherwise materially modify the terms and conditions of employment (including increasing
the base salary payable or entering into, renewing or amending any offer letter or other employment or consulting agreement) of any of the Target Employees; 

(j) not enter into any lease of real or personal property or any renewals thereof for the Assets; 

(k) not take any action which would reasonably be expected to cause any representation or warranty of Seller in this Agreement
to be or become untrue in any material respect or knowingly omit to take any action reasonably necessary to prevent any such representation or warranty from being untrue in any material respect at such time; or 

(l) authorize or enter into an agreement to do any of the foregoing. 

  
 32 








 7.5 Commercially Reasonable Efforts. Seller and Buyer shall cooperate and use commercially
reasonable efforts to fulfill as promptly as practicable the conditions precedent to the other party’s obligations hereunder, including securing as promptly as practicable all consents, approvals, waivers and authorizations required in
connection with the transactions contemplated by this Agreement. 
 7.6 Publicity. Neither Buyer nor Seller, without the prior consent
of the other party, shall, and each shall cause its Representatives not to, make any public statement or press release with respect to the transactions contemplated hereby, or otherwise disclose to any Person the existence, terms, content or effect
of this Agreement, except (i) to the extent that disclosure is required by Legal Requirement or to comply with the obligations set forth in this Agreement, and (ii) the parties may disclose such terms to their respective Representatives in
the ordinary course of business. 
 7.7 Exclusivity. From the date of this Agreement until the Closing Date, neither Seller nor any of
Seller’s Representatives will directly or indirectly: (i) solicit, encourage, initiate, review, accept, support, approve or participate in any negotiations or discussions with respect to any offer or proposal (formal or informal, oral,
written or otherwise) to acquire all or any part of the Assets or the Business, whether by purchase of assets, exclusive license, joint venture formation, strategic partnership or other alliance formation (each of the foregoing, an “Acquisition
Proposal”), (ii) disclose any information not customarily disclosed to any Person concerning the Assets and which could reasonably be used for the purposes of formulating any Acquisition Proposal, (iii) assist, cooperate with,
facilitate or encourage any Person to make, participate in any discussions or negotiations with any Person with respect to, or take any other action to facilitate any inquiries or the making of, any proposal that constitutes or may reasonably be
expected to lead to, any Acquisition Proposal, (iv) agree to, enter into a contract regarding, approve, recommend or endorse any transaction involving any Acquisition Proposal or (v) authorize or permit any of Seller’s Representatives
to take any such action. Upon the execution of this Agreement, Seller shall cease, and shall cause its Representatives to cease, immediately and cause to be terminated any and all existing discussions or negotiations with any parties conducted
heretofore with respect to any Acquisition Proposal and promptly request that all confidential information with respect thereto furnished by Seller or its Representatives be returned. From the date of this Agreement until the earlier of the Closing
Date or termination of this Agreement, Seller shall notify Buyer as promptly as practicable (and in any event within two (2) Business Days) of the receipt of any proposal or offer (formal or informal, oral, written or otherwise), or any inquiry
or contact with any Person with respect thereto, regarding any Acquisition Proposal or of any request for information in connection with a potential Acquisition Proposal. Seller shall instruct each of its Representatives to observe the terms of this
Section 7.7. Without limiting the foregoing, it is understood that any violation of the restrictions set forth in this Section 7.7 by any Representative, whether or not such Person is purporting to act on behalf of Seller or otherwise,
shall be deemed to be a breach of this Section 7.7 by Seller. 
 7.8 Notice. 

(a) From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of (i) any fact, circumstance,
event or action the existence, occurrence or taking of which (x) has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (y) has resulted in, or would reasonably be expected to result
in, any representation or warranty made by Seller hereunder not being 

  
 33 








 
true and correct or (z) has resulted in, or would reasonably be expected to result in, the failure of any of the conditions set forth in Section 8 to be satisfied, (ii) any notice
or other written communication from any Person alleging that the consent of such Person is or may be required in connection with the Transaction, (iii) any notice or other written communication from any Governmental Authority in connection with
the Transaction, and (iv) any Actions commenced or, to the knowledge of Seller, threatened in writing against, relating to or involving or otherwise affecting Seller, the Assets or the Business that, if pending on the date of this Agreement,
would have been required to have been disclosed pursuant to Section 5.5 or that relates to the consummation of the Transaction. 

(b) Buyer’s receipt of information pursuant to this Section 7.8 shall not operate as a waiver or otherwise affect any
representation, warranty or agreement given or made by Seller in this Agreement and shall not be deemed to amend or supplement the Seller Disclosure Schedule. 

7.9 Confidentiality. 

(a) Seller shall treat as confidential and shall safeguard any and all information, knowledge and data included in the Assets
or the Assumed Liabilities or related to the Business, in each case by using the same degree of care, but no less than a reasonable standard of care, to prevent the unauthorized use, dissemination or disclosure of such information, knowledge and
data as Seller or its Affiliates used with respect thereto prior to the execution of this Agreement. 
 (b) From and after
the Closing, Buyer shall, and shall cause its Affiliates to, treat as confidential and shall safeguard any confidential information relating to the business of Seller or its Affiliates other than the Assets or the Assumed Liabilities or primarily
related to the Business that becomes known to Buyer as a result of the transactions contemplated by this Agreement, except as otherwise agreed to by Seller in writing; provided, however, that nothing in this Section 7.9(b) shall prevent the
disclosure of any such information, knowledge or data to any directors, officers or employees of Buyer or any of its Affiliates to whom such disclosure is necessary in the conduct of the ownership of the Assets, the handling of the Assumed
Liabilities or the operation of the Business if such Persons are informed by Buyer or one of its Affiliates of the confidential nature of such information and are directed by Buyer to comply with the provisions of this Section 7.9(b) (and Buyer
shall be responsible for any such non-compliance). 
 (c) Buyer and Seller acknowledge that the confidentiality obligations
set forth herein shall not extend to information, knowledge and data that is publicly available or becomes publicly available through no act or omission of the party owing a duty of confidentiality, or becomes available on a non-confidential basis
from a source other than the party owing a duty of confidentiality so long as such source is not known by such party to be bound by a confidentiality agreement with or other obligations of secrecy to the other party. In the event that either party
is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process or by the rules or regulations of


  
 34 








 
any regulatory authority having jurisdiction over such party or a stock exchange on which such party’s securities are traded) to disclose any confidential information, such party will,
except as prohibited by law, notify the other party promptly of the request or requirement so that the latter party may seek an appropriate protective order or other remedy or waive compliance with the provisions of this Section 7.9. If the
other party seeks a protective order or other remedy, the party obligated to disclose the confidential information shall provide such cooperation as the other party reasonably requests. If, in the absence of a protective order or other remedy or the
receipt of a waiver hereunder, either party is, on the advice of counsel, compelled to disclose any confidential information to any tribunal or other entity or else stand liable for contempt or suffer other censure or penalty, such party may
disclose the confidential information to the tribunal or other entity; provided, however, that the disclosing party shall (i) limit such disclosure to that which is reasonably required by any applicable Legal Requirement and (ii) use its
reasonable best efforts to minimize the disclosure of the confidential information and to obtain, at the reasonable request of the other party, and at the other party’s cost, an order or other assurance that confidential treatment will be
accorded to such portion of the confidential information required to be disclosed as the other party shall designate. 
 7.10 Bulk Sales
Laws. Seller shall satisfy all of its Liabilities and obligations other than the Assumed Liabilities, in the ordinary course of business. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Legal
Requirements of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Assets to Buyer; it being understood that any Liabilities arising out of the failure to comply with the requirements and provisions of
any bulk sales, bulk transfer or similar Legal Requirements of any jurisdiction shall be treated as Excluded Liabilities. 
 7.11 Company
Sale Exception. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement shall limit, restrict, or prohibit the Seller or its Representatives from soliciting, encouraging, initiating, reviewing, accepting,
supporting, approving, participating in any negotiations or discussions with respect to, or entering into any contract or agreement in principal concerning, any inquiry, offer or proposal (formal or informal, oral, written, or otherwise) for a
Company Sale or disclosing information relating to the Seller to any Person in connection therewith. A Company Sale shall mean an acquisition of all or substantially all of the assets of the Seller, an acquisition of more than a majority of the
Seller’s voting equity, or a merger, consolidation or other business combination or similar transaction involving the Seller, as a whole. Additionally, Seller shall not consummate a Company Sale unless the buyer or the surviving entity in such
transaction agrees to assume the obligations of the Seller pursuant to this Agreement. For the sake of clarity, in no event shall a Company Sale be deemed to include the sale of the Assets or Business on a standalone basis. 

SECTION 8 CONDITIONS PRECEDENT TO THE CLOSING BY BUYER. 

The obligation of Buyer to consummate this Agreement is subject to the fulfillment (or waiver by Buyer) at or prior to the Closing Date of the
conditions set forth below. 

  
 35 








 8.1 Representations and Warranties. Each of the representations and warranties of Seller
contained in this Agreement were true and correct when made, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct on and as of such
earlier date). Each of the representations and warranties of Seller that are qualified as to materiality and each of the Fundamental Representations shall be true and correct, and all other representations and warranties of Seller shall be true and
correct in all material respects, in each case, as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and
warranties qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date). 

8.2 Performance. Seller shall have complied in all material respects with all covenants and agreements to be performed or satisfied by
Seller on or prior to the Closing Date. 
 8.3 No Action. No action or proceeding shall have been instituted, pending or threatened
before any Governmental Authority, or instituted, pending or threatened in writing by any Person, whether brought against Buyer or Seller, pertaining to the purchase by Buyer of the Assets, and no order shall have been issued by any Governmental
Authority which could prevent, materially delay or make illegal the consummation of such purchase or would have, or be reasonably expected to have, any Material Adverse Effect. 

8.4 Material Adverse Effect. No Material Adverse Effect shall have occurred. 

8.5 Certificate. Buyer shall have received a certificate executed by a duly authorized officer of Seller, dated as of the Closing Date
and reasonably satisfactory in form and substance to Buyer, certifying that the conditions set forth in Section 8.1, Section 8.2, Section 8.4, Section 8.6 and Section 8.7 have been satisfied. 

8.6 Governmental Approvals. Approvals from and Governmental Authority necessary for consummation of the transactions contemplated by
this Agreement satisfactory in form and substance to Buyer shall have been timely obtained. 
 8.7 Consents Obtained; Liens Released.
Each of the approvals or consents required to be obtained by Seller in connection with the transactions contemplated hereby and for the assumption by or assignment to Buyer or one of its Affiliates as designated by Buyer of the Assets, which include
any or all of the consents set forth on Schedule 8.7, shall have been obtained and provided to Buyer and shall be satisfactory in form and substance to Buyer. Buyer shall have received evidence of the release and termination of all Encumbrances
encumbering the Assets (including the payment of all obligations referenced in clause (ii) of the definition of Permitted Encumbrances). 

8.8 Bill of Sale; Assumption Agreement; IP Assignment Agreement; Employment Agreements. Seller shall have executed and delivered the
Bill of Sale, the Assumption Agreement, the IP Assignment Agreement and any other instruments of transfer reasonably requested by Buyer to consummate and make effective the transactions contemplated by this Agreement. Patrick Cerreta
(“Cerreta”) and Buyer shall have entered into an employment agreement reasonably satisfactory in form and substance to Buyer. 

  
 36 








 8.9 Escrow Agreement. Seller shall have executed and delivered the Escrow Agreement to
Buyer and it shall be in full force and effect as to Seller as of the Closing. 
 8.10 Transition Services Agreement. Seller shall
have executed and delivered the Transition Services Agreement to Buyer and it shall be in full force and effect as to Seller as of the Closing. 

8.11 Referral Agreement. Seller shall have executed and delivered the Referral Agreement to Buyer and it shall be in full force and
effect as to Seller as of the Closing. 
 8.12 Approval of Documentation. Seller shall have delivered such other certificates,
instruments and other documents as Buyer may reasonably request including, without limitation, a non-foreign affidavit dated as of the Closing Date, sworn under penalties of perjury and in form and substance required under the Treasury Regulations
issued pursuant to Section 1445 of the Code, stating that Seller is not a “foreign person” as defined in Section 1445 of the Code, to consummate the transactions contemplated by this Agreement and the Related Agreements. 

8.13 Contemporaneous Delivery and Effectiveness. All acts and deliveries prescribed by this Section 8, regardless of chronological
sequence, will be deemed to occur simultaneously and contemporaneously on the occurrence of the last act or delivery, and none of such acts or deliveries will be effective until the last of the same has occurred. 

SECTION 9 CONDITIONS PRECEDENT TO THE CLOSING BY SELLER. 

The obligation of Seller to consummate this Agreement is subject to the fulfillment (or waiver by Seller) at or prior to the Closing Date of
the conditions set forth below. 
 9.1 Representations and Warranties. Each of the representations and warranties of Buyer contained
in this Agreement were true and correct when made, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct on and as of such earlier date).
Each of the representations and warranties of Buyer contained in this Agreement that are qualified as to materiality and the representations and warranties contained in Section 6.1 (Organization, Good Standing, Corporate Power, Qualification)
and Section 6.2 (Due Authorization, Binding Effect) shall be true and correct, and all other representations and warranties of Buyer shall be true and correct in all material respects, in each case, as of the Closing Date as though made on the
Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties qualified as to materiality shall be true and correct, and those not so qualified shall be
true and correct in all material respects, on and as of such earlier date). 
 9.2 Performance. Buyer shall have performed or complied
in all material respects with all covenants and agreements to be performed or satisfied by Buyer prior to the Closing Date. 

  
 37 








 9.3 Consideration. On the Closing Date, Buyer shall deliver, or cause to be delivered, the
Purchase Price to the Seller and to the Escrow Agent, as applicable, in accordance with Section 3.1. 
 9.4 Certificate. Seller
shall have received a certificate executed by a duly authorized officer of Buyer, dated as of the Closing Date and reasonably satisfactory in form and substance to Seller, certifying that the conditions set forth in Section 9.1 and
Section 9.2 have been satisfied. 
 9.5 No Actions. No action or proceeding shall have been instituted, pending or threatened
before any Governmental Authority, or instituted, pending or threatened by any Person, whether brought against Buyer or Seller, pertaining to the purchase by Buyer of the Assets, and no order shall have been issued by any Governmental Authority
which could prevent, materially delay or make illegal the consummation of such purchase. 
 9.6 Escrow Agreement. Buyer shall have
executed and delivered the Escrow Agreement to Seller and it shall be in full force and effect as to Buyer as of the Closing. 
 9.7
Transition Services Agreement. Buyer shall have executed and delivered the Transition Services Agreement to Seller and it shall be in full force and effect as to Buyer as of the Closing. 

9.8 Referral Agreement. Buyer shall have executed and delivered the Referral Agreement to Seller and it shall be in full force and
effect as to Buyer as of the Closing. 
 9.9 Approval of Documentation. Buyer shall have delivered such other certificates,
instruments and other documents as Seller may reasonably request to consummate the transactions contemplated by this Agreement and the Related Agreements. 

9.10 Contemporaneous Delivery and Effectiveness. All acts and deliveries prescribed by this Section 9, regardless of chronological
sequence, will be deemed to occur simultaneously and contemporaneously on the occurrence of the last act or delivery, and none of such acts or deliveries will be effective until the last of the same has occurred. 

SECTION 10 POST-CLOSING INDEMNIFICATION. 

10.1 Survival of Representations and Warranties and Related Indemnification Rights. The representations and warranties of Seller and
Buyer contained in this Agreement, or in any certificate or other instrument delivered pursuant to this Agreement, and the parties’ right to indemnification hereunder in respect of any breaches of or inaccuracies in any such representations and
warranties, shall survive the Closing and continue until 5:00 p.m., California time, on the date which is the fifteen (15) month anniversary of the Closing Date; provided, that representations and warranties contained in Section 5.1
(Organization, Good Standing, Corporate Power and Qualification), Section 5.2 (Due Authorization, Binding Effect), Section 5.4 (Governmental Consents), Section 5.6 (Intellectual Property – but solely to the extent relating to
title to the Intellectual Property Assets and title to Seller’s rights in the Licensed Intellectual Property), Section 5.8(b) (Sufficiency of Assets), Section 5.8(c) (Title to Assets), Section 6.6 (No Finder’s Fees),
Section 6.1 (Organization, Good Standing, Corporate Power and 

  
 38 








 
Qualification) and Section 6.2 (Due Authorization, Binding Effect) shall survive indefinitely and the representations and warranties set forth in Section 5.12 (Taxes) shall survive for
the applicable statute of limitations plus ninety (90) days. Any willful or intentional misrepresentation or fraud (each a “Fraudulent Breach” and collectively “Fraudulent Breaches”) shall survive indefinitely. In the event
notice of any claim for indemnification under Section 10.2 hereof has been given within the applicable survival period, such claim shall survive until such time as such claim is finally resolved. The parties acknowledge that the time periods
set forth in this Section 10.1 and elsewhere in this Agreement for the assertion of claims and notices under this Agreement are the result of arms’-length negotiation among the parties and that they intend for the time periods to be
enforced as agreed by the parties. The parties further acknowledge that the time periods set forth in this Section 10.1 and elsewhere in the Agreement may be shorter than otherwise provided by Legal Requirement. 

10.2 Indemnification. 

(a) Subject to Section 10.2(c), Seller shall defend, indemnify and hold harmless Buyer and its Representatives (the
“Buyer Indemnified Parties”) from, against and in respect of any loss, cost, charge, expense, Liability, claim, demand, action, suit, proceeding, payment, judgment, settlement, assessment, deficiency, tax, interest, penalty or damages
(including reasonable fees and disbursements of counsel and accountants and other reasonable costs and expenses incident to any actual or threatened claim, suit, action or proceeding (each, an “Action”)) (collectively, the
“Damages”), imposed on, sustained, incurred or suffered by any of the Buyer Indemnified Parties, whether in respect of third-party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to or arising out
of (i) any breach or inaccuracy of Seller’s representations and warranties under this Agreement or in any Related Agreements, excluding any Fraudulent Breach which shall be governed by Section 10.2(a)(iii), (ii) any breach of any
covenant or agreement of Seller contained in this Agreement or in any Related Agreement that is to be performed prior to the Closing, and/or (iii) any Fraudulent Breach. In addition, Seller shall defend, indemnify, and hold harmless the Buyer
Indemnified Parties, without limitation as to amount, duration or any other potential limitation, from and against any Damages imposed on, sustained, incurred or suffered by any of the Buyer Indemnified Parties, whether in respect of third-party
claims, claims between the parties hereto, or otherwise, directly or indirectly relating to or arising out of (x) any breach of any covenant or agreement of Seller contained in this Agreement or any Related Agreement that is to be performed as
of (e.g., conveyance and delivery of the Assets at the Closing pursuant hereto) or after the Closing, (y) any and all Excluded Liabilities and (z) any action or claim asserted by any shareholder or creditor of Seller relating to this
Agreement or the Transactions. 
 (b) Subject to Section 10.2(c), Buyer shall defend, indemnify and hold harmless Seller
and its Representatives (the “Seller Indemnified Parties”) from and against any Damages imposed on, sustained, incurred or suffered by any of Seller Indemnified Parties, whether in respect of third-party claims, claims between the parties
hereto, or otherwise, directly or indirectly relating to or arising out of (i) any breach or inaccuracy of Buyer’s representations and warranties under this Agreement or any Related Agreements, excluding any Fraudulent Breach which shall
be governed by 

  
 39 








 
Section 10.2(b)(iii), (ii) any breach of any covenant or agreement of Buyer contained in this Agreement or any Related Agreement that is to be performed prior to the Closing,
(iii) any Fraudulent Breach and/or (iv) claims under the Worker Adjustment and Retraining Notification Act (“WARN Act”) asserted by or on behalf of any Transferred Employee(s) who experience an “employment loss” under
the WARN Act that is initiated by Buyer or one of its Affiliates. In addition, Buyer shall defend, indemnify and hold harmless the Seller Indemnified Parties, without limitation as to amount, duration or any other potential limitation, for all
Damages imposed on, sustained, incurred or suffered by any of the Seller Indemnified Parties, whether in respect of third-party claims, claims between the parties hereto, or otherwise, directly or indirectly relating to or arising out of
(x) any breach of any covenant or agreement of Buyer contained in this Agreement or any Related Agreement that is to be performed as of (e.g., payment of the Purchase Price and deposit of the Escrow Amount at the Closing pursuant hereto) or
after the Closing and (y) any and all Assumed Liabilities. 
 (c) Limitations on Indemnification Liability. 

(i) Other than (x) rights to specific performance and injunctive relief with respect to a party’s covenants and
agreements under this Agreement, (y) as set forth in Section 11.2(b) or (z) in the event of a Fraudulent Breach, the indemnification provided under Section 10.2 shall be the sole and exclusive remedy of the parties and any other
Persons claiming by or through any party (including the Indemnified Parties) following the Closing with respect to this Agreement or any Related Agreement, including any misrepresentation or inaccuracy in, or breach of, any representations or
warranties, or any breach or failure in performance prior to, on or after the Closing of any covenants or agreements, made by the other parties in this Agreement, any Related Agreements, or in any schedule or exhibit hereto or thereto or any
document delivered pursuant to this Agreement, and each party hereby waives, to the full extent that it may do so, any other rights or remedies that may arise under any applicable Legal Requirements. Any amounts for which Seller may be liable
hereunder shall be payable first from the Escrow Fund; following such time when there are no amounts remaining in the Escrow Fund, any amounts for which Seller may be liable hereunder shall be payable directly by Seller in accordance with this
Section 10.2. 
 (ii) Notwithstanding any provision to the contrary contained in this Agreement, but subject to
Section 10.2(c)(iv), the sole source and recourse to satisfy any and all indemnification claims of Buyer Indemnified Parties under Section 10.2(a)(i) (excluding claims relating to any breach or inaccuracy of a Fundamental Representation)
shall be the amount of Escrow Funds then held by the Escrow Agent pursuant to the Escrow Agreement. 
 (iii) Notwithstanding
any provision to the contrary contained in this Agreement, but subject to Section 10.2(c)(iv), the aggregate liability of Buyer with respect to all indemnification claims under Section 10.2(b)(i) (excluding claims relating to any breach or
inaccuracy of a Fundamental Representation) shall be limited to an amount equal to $1,030,000 in the aggregate. 

  
 40 








 (iv) Except for the last sentence of Section 10.2(c)(i),
Section 10.2(c) shall not apply to claims arising out of or based upon any Fraudulent Breach, which shall not be limited hereunder. Sections 10.2(c)(ii) and Section 10.2(c)(iii) shall not apply to (A) claims for indemnification under
(1) Section 10.2(a)(i) or 10.2(b)(i) of this Agreement based on any breach or inaccuracy of the representations and warranties set forth in Section 5.1 (Organization, Good Standing, Corporate Power and Qualification), Section 5.2
(Due Authorization, Binding Effect), Section 5.3 (No Conflicts), Section 5.6 (Intellectual Property – but solely relating to title to the Intellectual Property Assets or the Intellectual Property Licenses), Section 5.6(b)
(Sufficiency of Assets), Section 5.8(c) (Title to Assets), Section 6.6 (No Finder’s Fees), Section 6.1 (Organization, Good Standing, Corporate Power and Qualification) and Section 6.2 (Due Authorization, Binding Effect)
(collectively, the “Fundamental Representations”), or (2) Section 10.2(a) (ii) or 10.2(b)(ii) of this Agreement, the liability for all of which shall be limited to the Purchase Price, or to (B) the last sentence of
Section 10.2(a) or 10.2(b) of this Agreement, the liability for all of which shall be limited to the Purchase Price. 

(v) Following the determination that a breach of a representation, warranty, covenant or agreement has occurred, for purposes
of computing any Damages under this Section 10 with respect to any representation, warranty, covenant or agreement that is qualified as to materiality by use of the terms “in all material respects,” or words of substantially
equivalent meaning, the amount of the Damages shall be the entire Damages arising (excluding any and all punitive, special or exemplary damages) by reason of the breach of such representation, warranty, covenant or agreement and not merely the
amount of such Damages in excess of the minimum amount that would result in such representation, warranty, covenant or agreement being breached. 

(d) In the event an Indemnified Party shall have or reasonably anticipates a claim against the Indemnifying Parties, the
Indemnified Party shall deliver a notice of such claim (a “Claim Notice”) with reasonable promptness to the Indemnifying Party and, in the case of an indemnification claim by the Buyer Indemnified Parties, to the Escrow Agent to the extent
there has not been a distribution in full of the Escrow Fund. Such Claim Notice shall set forth the estimated amount of the Damages to the extent reasonably available at such time (which estimate shall not be conclusive of the final amount of such
claim) for which the Indemnified Party is seeking indemnification hereunder (the “Claimed Amount”) and a summary in reasonable detail of the basis for the claim (to the extent reasonably available at such time). The failure to give such
notice shall not affect whether the Indemnifying Parties are liable for indemnification of the Claimed Amount specified in such Claim Notice unless and only to the extent that the Indemnifying Party is materially prejudiced thereby. If the Claim
Notice relates to a claim asserted by a Person not party to this Agreement (a “Third Party Claim”) the Indemnifying Parties shall have the right to control the defense and settlement of such claim if the Indemnifying Parties give notice of
the intention to do so to the Indemnified Parties within thirty (30) days (or such lesser number of days set forth in the Claim Notice as may be required by any court proceeding) after the Indemnifying Parties receive such Claim Notice, subject
to the limitations below, and shall have the right to select and retain legal counsel, which counsel shall be reasonably satisfactory to the Indemnified Party, to defend or settle any claim or demand subject to this Section,


  
 41 








 
provided that the Indemnified Party shall have the right to retain its own counsel, at its sole expense, to monitor the defense or settlement of any claim or demand. By assuming the defense of a
claim or demand, the Indemnifying Party shall be deemed to have conclusively acknowledged its obligation to indemnify the Indemnified Party with respect to such claim or demand to the extent required pursuant to this Agreement. In the event that
(i) the Indemnifying Party fails or elects not to assume the defense of the claim in accordance with this Section, or the Indemnifying Party fails to diligently pursue the defense of such assumed claim or demand, (ii) an Indemnified Party
determines in good faith that there is a reasonable possibility that an adverse determination with respect to the proceeding giving rise to such claim for indemnification would be materially detrimental to the Indemnified Party’s current
business or future business prospects (including the fact that such Third Party Claim involves any of the employees, customers, suppliers, or any other Persons having beneficial relationships with the Business), (iii) the claim for
indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation, investigation or any other matter involving a Governmental Authority; (iv) the claim seeks by a specifically plead motion separate
and distinct from a general claim for relief in a complaint, an injunction or equitable relief against the Indemnified Party, or (v) under applicable standards of professional conduct, a conflict of interest on any significant issue related to
such proceeding exists between the Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, then in each case the Indemnified Party shall conduct or re-assume the defense of and shall have the right to settle any such claim
(and the costs and expenses incurred by the Indemnified Party in connection with such defense or settlement shall be included in the Damages for which the Indemnified Party may seek indemnification pursuant to a claim made hereunder). The
Indemnifying Parties shall have the right to receive copies of all pleadings, notices and communications with respect to the claim and shall have the right to retain its own counsel, at its sole expense, to monitor the defense or settlement of any
claim or demand. The party conducting the defense of a claim shall only have the right to settle and compromise any claim or demand if the other party to this Agreement provides its prior written consent to such settlement or compromise, which
consent shall not be unreasonably withheld or delayed. 
 (e) Within twenty (20) calendar days after delivery of a Claim
Notice, the Indemnifying Party shall deliver to the Indemnified Party a response, in which the Indemnifying Party shall either: (i) agree that the Indemnified Party is entitled to receive the Claimed Amount or the Agreed Amount (in which case:
(A) where the Indemnifying Party is Seller and prior to full distribution of the Escrow Fund, the response shall be accompanied by a written notice executed by the Indemnifying Party instructing the Escrow Agent to disburse the Claimed Amount
or the Agreed Amount (as applicable) to the Buyer Indemnified Party, and (B) where the Indemnifying Party is Seller and following the distribution in full of the Escrow Fund, Seller shall remit payment of such Claimed Amount or Agreed Amount to
Buyer promptly and in any event within five (5) Business Days of such response and (C) where the Indemnifying Party is Buyer, Buyer shall remit payment of such Claimed Amount or Agreed Amount to Seller promptly and in any event within five
(5) Business Days of such response) or (ii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. 

  
 42 








 If the Indemnifying Party does not respond within such 20-day period, it will be deemed to have
conceded that the Indemnified Party is entitled to receive the Claimed Amount. 
 (f) During the twenty (20) calendar
day period following the delivery of a response from the Indemnifying Party that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such
twenty (20) calendar day period, the Indemnifying Party and the Indemnified Party shall submit the Dispute to binding arbitration, and the provisions of Section 10.3 shall become effective with respect to such Dispute. If applicable,
Seller and Buyer shall deliver to the Escrow Agent, promptly following the resolution of the Dispute (whether by mutual agreement, arbitration, judicial decision or otherwise), a written notice executed by Seller and Buyer instructing the Escrow
Agent as to what (if any) portion of the Escrow Fund shall be disbursed to Buyer and/or Seller (which notice shall be consistent with the terms of the resolution of the Dispute). In the event a Dispute is resolved following the distribution in full
of the Escrow Fund, the Indemnifying Party shall pay all amounts payable pursuant to this Section 10, by wire transfer of immediately available funds, promptly following the resolution of the Dispute (whether by mutual agreement, arbitration,
judicial decision or otherwise), but in no event more than five (5) Business Days following the resolution of the Dispute. 
 10.3
Arbitration. 
 (a) Any Dispute arising out of or in connection with this Agreement or the Related Agreements, or the
breach, termination or invalidity thereof (including any controversy or claim sounding in tort), shall be finally settled by arbitration in accordance with the rules of arbitration then in effect of the Judicial Arbitration and Mediation Services,
Inc. Any party hereto may initiate a binding arbitration proceeding for the final resolution of any Dispute by delivering a notice to the other party hereto, describing the Dispute to be arbitrated. The place of arbitration shall be in Chicago,
Illinois. 
 (b) The arbitration shall be conducted before a single arbitrator jointly selected by the parties. If the
parties are unable to agree upon the arbitrator within ten (10) days from receipt of the notice with request for arbitration, the Indemnifying Party and Indemnified Party each shall choose one arbitrator and the two arbitrators so selected
shall select a third arbitrator. The third arbitrator shall conduct the arbitration. 
 (c) Notwithstanding any contrary
provision of the rules of arbitration then in effect of the Judicial Arbitration and Mediation Services, Inc., the parties to the arbitration shall be entitled to undertake discovery in the arbitration as determined by the arbitrator(s) at his or
her discretion; provided, that such discovery shall not exceed more than (i) 10 witness depositions, plus the depositions of any expert designated by the other party, (ii) 25 interrogatories, and (iii) 30 document requests. The
arbitrator(s) shall have authority to hear and rule upon all discovery motions. 

  
 43 








 (d) Unless otherwise required by law (including securities laws and the rules of
The NASDAQ Stock Market LLC), the parties to this Agreement undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all
information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Subject to the limitations described in this Section 10.3(d), information covered by the
confidentiality undertaking in this Section 10.3(d), may not, in any form, be disclosed by either party to a third party without the prior written consent of the other party. 

10.4 Tax Cooperation. After the Closing, Seller and Buyer agree to cooperate with each other in connection with any inquiry, audit,
determination or proceeding affecting the Liability of either of them for Taxes, and, in connection with the determination of any such Liability, each of them shall make available to each other within a reasonable amount of time, at no cost to the
requesting party, any documents, correspondence, reports, books and records and any other materials bearing on such Tax inquiry, audit, examination, proceeding or determination then in the possession of the requested party; provided that each party
shall be reimbursed for any reasonable out-of-pocket expenses it incurs in assisting another party under this Section 10.4. 
 10.5
No Other Representations or Warranties. Except for the representations and warranties contained in Section 5 (as modified by the Seller Disclosure Schedule) and Section 6, neither Seller nor Buyer, nor any other Person, as applicable,
makes any other express or implied representation or warranty with respect to Seller, Buyer, the Assets or the Transaction, as applicable, and each of Seller and Buyer disclaims any other representations or warranties, whether made by Seller or any
of its Affiliates or Buyer or any of its Affiliates, as applicable, or any of their respective officers, directors, employees, agents or representatives, including any warranty of merchantability or fitness for a particular purpose. 

10.6 Tax Treatment of Indemnity Payments. Seller and Buyer agree to treat any indemnity payment made pursuant to Section 10 as an
adjustment to the Purchase Price under this Agreement, unless otherwise required by applicable Legal Requirements. 
 SECTION 11 POST-CLOSING RESTRICTIVE
COVENANTS. 
 11.1 Restrictive Covenants. 

(a) At all times until the fifth (5th) anniversary of the Closing Date (the “Restricted Period”), Seller shall
not, and shall cause its subsidiaries and controlled Affiliates not to, directly or indirectly, (i) solicit to employ, or solicit to provide services to Seller or any of its subsidiaries and controlled Affiliates, (x) any Transferred
Employee who is then currently employed by Buyer or an Affiliate of Buyer, or (y) any Person with whom Seller had contact in connection with Buyer’s investigation of the Business or the Business or negotiation of this Agreement who is then
currently employed by Buyer or an Affiliate of Buyer, or (ii) induce or attempt to induce (x) any Transferred Employee who is then currently employed by Buyer or an Affiliate of Buyer, or (y) any Person with whom Seller had contact in
connection with Buyer’s investigation of the Business or the Business or negotiation of this Agreement who is then currently employed by Buyer or an Affiliate of Buyer, to terminate his or her employment or association with Buyer or its
Affiliates. For purposes of this Section 

  
 44 








 11.1(a), the term “solicit” shall not include generalized searches for employees
through media advertisements, employment firms or otherwise that are not focused on or directed to (x) any Transferred Employee who is then currently employed by Buyer or an Affiliate of Buyer, or (y) any Person who participated in the
investigation of the Business or the Business or negotiation of this Agreement who is then currently employed by Buyer or an Affiliate of Buyer. 

(b) At all times during the Restricted Period, Seller shall not, and shall cause its subsidiaries and controlled Affiliates not
to, directly or indirectly (i) purchase or otherwise enter into any marketing, referral or similar arrangements to use any search engine, Internet portals or other sources of Internet referral traffic, including Google, Bing, Yahoo, Ask,
Facebook, Groupon and the like with respect to any of the search terms listed on Schedule 11.1 hereto or (ii) engage directly in the provision of team apparel, work wear, spirit jerseys (including billboard prints), fan jerseys, varsity jackets
and letterman jackets, corporate apparel and custom embroidered team uniforms and custom embroidered jackets. 
 11.2 Certain
Acknowledgements. 
 (a) Seller acknowledges and agrees that Buyer may be irreparably harmed if Seller or its subsidiaries or controlled
Affiliates in any other manner breach the covenants contained in this Section 11 (the “Restrictive Covenants”) and that any such breach would result in a substantial loss of goodwill by Buyer. Seller further acknowledges and agrees
that the Restrictive Covenants and agreements set forth in this Section 11 were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, and that Buyer would not obtain the full benefit of the
bargain set forth in this Agreement as specifically negotiated by the parties hereto if Seller breached the provisions of this Section 11. Seller acknowledges that the restrictions set forth in this Section 11 are reasonable and necessary
to protect the goodwill of the Business being purchased by Buyer hereunder. If, at the time of enforcement of the Restrictive Covenants, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under
circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed and directed to revise the
restrictions contained herein to cover the maximum period, scope and area permitted by applicable Legal Requirements. 
 (b) If either Seller
or a subsidiary or controlled Affiliate of Seller breaches, or threatens to commit a breach of, any of the Restrictive Covenants, Buyer shall have the following rights and remedies, each of which rights and remedies shall be independent of the
others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to Buyer at law or in equity: 

(i) the right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it
being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to Buyer and that money damages would not provide an adequate remedy; and 

  
 45 








 (ii) the right and remedy to require Seller or such subsidiary or controlled
Affiliate to account for and pay over to Buyer any profits, monies, accruals, increments or other benefits derived or received by such Person as the result of any transactions constituting a breach of the Restrictive Covenants. 

SECTION 12 TERMINATION. 
 12.1
Termination. This Agreement may be terminated, and the transactions contemplated herein may be abandoned, at any time on or prior to the Closing Date: 

(a) with the mutual written consent of Seller and Buyer; 

(b) by Seller or Buyer, if the Closing shall not have taken place on or before April 15, 2015 (the “Termination
Date”); provided, that the right to terminate this Agreement under this Section 12.1(b) shall not be available to (i) Seller if the failure of Seller to fulfill any of its obligations under this Agreement caused the failure of the
Closing to occur on or before such date or if the failure is of the condition set forth in Section 9.5 attributable to any claim or proceeding challenging the Transaction, which, in such case, the Seller shall have the right to terminate this
Agreement under this Section 12.1(b) if the Closing shall not have taken place on or before September 30, 2015, or (ii) Buyer if the failure of Buyer to fulfill any of its obligations under this Agreement caused the failure of the
Closing to occur on or before such date; 
 (c) by Seller or Buyer if any permanent injunction or other order of a
Governmental Authority of competent authority preventing the consummation of the Transaction shall have become final and non-appealable; 

(d) by Seller or Buyer if there shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed
applicable to the Transaction by any Governmental Authority that would make consummation of the Transaction illegal; 
 (e)
by Seller if any of the conditions set forth in Section 9 shall have become incapable of fulfillment on or prior to the Termination Date, as such date may be extended pursuant to Section 12.1(b), and shall not have been waived by Seller,
unless the failure of such condition is the result of a material breach of this Agreement by Seller; or 
 (f) by Buyer if
any of the conditions set forth in Section 8 shall have become incapable of fulfillment on or prior to the Termination Date, as such date may be extended pursuant to Section 12.1(b), and shall not have been waived by Buyer, unless the
failure of such condition is the result of a material breach of this Agreement by Buyer. 
 In the event of termination by Seller or Buyer
pursuant to this Section 12.1 (other than Section 12.1(a)), written notice thereof shall be given to the other party. 

  
 46 








 12.2 Effect of Termination. If this Agreement is terminated pursuant to Section 12.1,
all obligations of the parties hereunder shall terminate, except for the obligations set forth in Section 7.6 (Publicity) and all of Section 13 (and any related definitional provisions set forth in Section 1) which shall survive the
termination of this Agreement, and except that no such termination shall relieve any party from liability for any prior breach of this Agreement. 
 In the
event of the termination of this Agreement solely in accordance with Section 12.1(e) or 12.1(f), but only if such termination is the result of a condition set forth in Section 8 or Section 9 (as applicable) and within the
non-terminating party’s control being incapable of fulfillment due to the material breach of this Agreement by the non-terminating party, the Party in material breach of this Agreement shall be liable to the other party to this Agreement for
all reasonable costs and expenses (including fees and expenses of professionals) incurred by such other party directly in connection with this Agreement and the transaction (including costs of enforcement) following November 7, 2014 (excluding
any and all punitive, special or exemplary damages), which shall be the terminating party’s sole and exclusive remedy for any Damages arising from or relating to termination of this Agreement and the Transaction. 

If this Agreement is terminated by Buyer or Seller pursuant to Section 12.1(c) or 12.1(d) by reason of any claim, proceeding or order challenging the
Transaction, then within sixty (60) days after the date of termination of this Agreement, Seller shall pay to Buyer all reasonable costs and expenses (including fees and expenses of professionals) incurred by Buyer directly in connection with
this Agreement and the transaction following November 7, 2014 (excluding any and all punitive, special or exemplary damages), provided however, that in no event shall the amount paid pursuant to this paragraph exceed $250,000. The recovery of
any amount pursuant to this paragraph shall be Buyer’s sole and exclusive remedy for any Damages arising from or relating to termination of this Agreement and the Transaction. 

SECTION 13 GENERAL PROVISIONS. 
 13.1
Notices. All notices, requests, consents, and other communications required or permitted hereunder shall be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail, postage prepaid, faxed or sent by
electronic mail to the following addresses or to such other address as the parties hereto may designate in writing: 

Seller: 

CafePress Inc. 

6901 Riverport Drive 

Louisville, Kentucky 40258 

Attn: General Counsel 

Fax: 

Email: 

with a copy to, which shall not constitute notice: 

Pillsbury Winthrop Shaw Pittman LLP 

2550 Hanover Street 

  
 47 








 Palo Alto, CA 94304 

Attn: Jorge del Calvo 

Fax: (650) 233-4545 

Email: jorge@pillsburylaw.com 

Buyer: 

Logo Sportswear Inc. 

c/o Gladstone Investment Corporation 

1521 Westbranch Drive 

Suite 100 

McLean, VA 22102 

Attn: Portfolio Management 

Fax: (703) 287-5801 

and 

Digital Fuel Capital, LLC 

339 Auburn Street 

Suite 12 

Newton, MA 02446 

Attn: Carson Biederman 

Fax: (617) 467-6801 

Email: carson@digitalfuelcapital.com 

with a copy to, which shall not constitute notice: 

Dickstein Shapiro LLP 

1825 Eye Street, N.W. 

Washington, D.C. 20006-5403 

Attn: Emanuel Faust, Jr. 

Telephone: (202) 410-3127 

Fax: (202) 420-2201 

Email: fauste@dicksteinshapiro.com 

All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided
in this Section, upon delivery, (b) if delivered by facsimile transmission or electronic mail to the facsimile number or email address as provided for in this Section 13.1 upon delivery confirmation if sent during normal business hours of
the recipient; if not, then on the next Business Day, (c) if sent by registered or certified mail, three (3) Business Days after the same has been deposited in the mail, addressed and postage prepaid as set forth above and (d) if
delivered by overnight courier to the address as provided in this Section 13.1, on the earlier of the first Business Day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request
or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 13.1). Any party from time to time may change its address, facsimile number or other information for the purpose of
notices to that party by giving notice specifying such change to the other party hereto. 

  
 48 








 13.2 Expenses. Each party will pay for its own legal, accounting, investment banking or
valuation services, and any and all other costs and expenses incurred with respect to the transactions contemplated hereby and the negotiation and execution of this Agreement. The costs and expenses charged by the Escrow Agent to open, maintain and
operate the Escrow Fund shall be shared equally by the Seller and the Buyer. 
 13.3 Counterparts; Facsimile Signatures. This
Agreement may be executed in any number of counterparts, each of which when executed by the parties hereto and delivered shall be deemed to be an original, and all such counterparts taken together shall be deemed to be but one and the same
instrument. This Agreement may be executed and delivered by facsimile or .PDF signature, and upon such delivery the facsimile signature or .PDF signature will be deemed to have the same effect as if the original signature had been delivered to the
other party. 
 13.4 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the internal
laws of the state of Delaware, excluding that body of law pertaining to conflicts of laws. 
 13.5 Integration and Construction. This
Agreement, the Confidentiality Agreement and the Related Agreements (including in each case all schedules and exhibits hereto or thereto) shall comprise the complete and integrated agreement of the parties hereto and shall supersede all prior
agreements, written or oral, on the subject matter hereof. Upon the Closing, the Confidentiality Agreement shall terminate and be of no further force and effect. Any captions to, or headings of, the sections of this Agreement are solely for the
convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation of this Agreement. Where the context so requires, words used in any gender shall be deemed to include other genders, and the singular
number shall include the plural and vice versa. Unless the context requires otherwise, wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed followed by the words
“without limitation.” The Recitals appearing at the beginning of this Agreement, and the Exhibits and Schedules attached hereto, are hereby incorporated into and are deemed to constitute a part of the operative text of this Agreement. Each
party hereto and such party’s counsel have had the full opportunity to review and comment upon, and have reviewed and commented upon, this Agreement, and any rule of construction to the effect that ambiguities are to be resolved against the
drafting party shall not apply in the interpretation of this Agreement or any Exhibits or Schedules attached hereto. 
 13.6 Waivers and
Amendments. No amendment, modification, supplement or waiver of any provision of this Agreement, and no consent to any departure therefrom, may in any event be effective unless in writing and signed by the party or parties affected thereby, and
then only in the specific instance and for the specific purpose given. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power or privilege. 

  
 49 








 13.7 Injunctive Relief. The parties agree that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each party shall be entitled to enforce the terms of this Agreement by a decree of specific performance
without the necessity of proving the inadequacy of monetary damages as a remedy and to obtain injunctive relief against any breach or threatened breach, and each party agrees to waive any requirement to post any bond in connection with obtaining
such relief. 
 13.8 Successors and Assigns. This Agreement may not be assigned by any party hereto without the prior written consent
of the other parties; provided, that Buyer may, without the prior written consent of Seller, assign any or all of its rights or obligations under this Agreement to any Affiliate of Buyer. Subject to the foregoing, this Agreement and the provisions
hereof shall be binding upon and inure to the benefit of each of the parties and their successors and assigns. 
 13.9 Severability.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. 

13.10 Time of Essence. Time is of the essence of each and every term, condition, obligation, and provision hereof. 

13.11 No Third Party Beneficiaries. Except as expressly provided by this Agreement, nothing in this Agreement, express or implied, is
intended to or shall (a) confer on any Person other than the parties to this Agreement and their respective permitted successors or assigns any rights (including, without limitation, third party beneficiary rights), remedies, obligations or
liabilities under or by reason of this Agreement or (b) constitute the parties to this Agreement as partners or as participants in a joint venture. Except as expressly provided by this Agreement, this Agreement shall not provide third parties
with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to the terms of this Agreement. 

[Remainder of page intentionally left blank; signature page follows] 

  
 50 








 IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or has caused this
Agreement to be executed on its behalf by a representative duly authorized, all as of the date first above set forth. 
  

			
	 BUYER:

	
	 LOGO SPORTSWEAR INC.,
a Delaware corporation

		
	 By:
		 /s/ Carson Biederman

			 Name: Carson Biederman

			 Title:



 [Signature Page to Asset Purchase Agreement] 







 
			
	 SELLER :

	
	 CAFEPRESS INC.
a Delaware corporation

		
	 By:
		 /s/ Garett Jackson

			 Name: Garett Jackson

			 Title: Chief Financial Officer



 [Signature Page to Asset Purchase Agreement] 







 Schedule A 

www.logosportswear.com 

www.teamsportswear.com 
 www.logosoftwear.com and

 www.Tfund.com 







 Schedule 1.1 

(ff) Employees 
 See Schedule 7.2 Target Employees 

(aaa)(i) Seller Knowledge Individuals 
 Patrick Cerreta

 Thomas Kordik 
 (aaa)(ii) Buyer Knowledge Individuals

 Carson Biederman 
 Steve Owens 







 Schedule 2.1(c) 

Assigned Contracts 
 (i) Contracts

 School Information Terms of Use Agreement*1 

Maintenance Agreement dated December 31, 2013 by and between Connecticut Business Systems, LLC and Seller 

Commercial Services Agreement dated August 29, 2013 by and between Cox Rhode Island Telcom, LLC and Seller 

Agreement for Service dated January 16, 2014 by and between EarthLink Business, a subsidiary of EarthLink, Inc. and Seller 

Order Form dated June 27, 2013 by and between eKomi Ltd. and Seller 

LexiConn Internet Services, Inc. Subscriber Agreement* 
 Client
Agreement dated December 30, 2014 by and between The MAIL Group and Seller 
 PayPal User Agreement* 

Hosting Services Agreement dated June 7, 2012 by and between Rackspace US, Inc. and Seller**2 

Hosting Services Agreement dated June 20, 2012 by and between Rackspace US, Inc. and Seller** 

ROI Revolution Tracking Code Technology License Agreement dated March 28, 2014 by and between ROI Revolution, Inc. and Seller 

ShopSite, Incorporated Software License Agreement* 
 WePay, Inc.
Terms of Service* 
 Subcontrator Agreement dated April 16, 2008 by and between Computerized Embroidery Company and Seller** 

Subcontrator Agreement dated October 13, 2009 by and between Dubow Textile and Seller 

 

	1 	*This Agreement consists only of an online Terms of Service document and no underlying agreement. 


	2 	** As of the date hereof, a fully executed version of the Agreement has not been located; Seller confirms that the agreement is in effect. 








 Subcontrator Agreement dated April 19, 2010 by and between Rockland Embroidery, Inc. and Seller 

Subcontrator Agreement dated February 8, 2010 by and between Stahls’ Decorating Fulfillment 

Center and Seller 
 Subcontrator Agreement dated
November 19, 2010 by and between Stitch Designers Inc. and Seller 
 Subcontrator Agreement dated February 5, 2010 by and between Visual
Promotions, LLC and Seller 
 Agreement dated December 23, 2008 by and between Steve Roberts and Seller, as amended by that certain Repurchase and
Cancellation of Stock Option, dated April 2, 2012 
 Contractor Services Agreement dated May 28, 2014 by and between GradientWave, LLC and Seller

 Statement of Work #1 dated May 28, 2014 by and between GradientWave, LLC and Seller 

Statement of Work #2 dated December 31, 2014 by and between GradientWave, LLC and Seller 

(ii) Leases 
 Lease dated July 1, 2008 by and between
Cornwall Properties, LLC, as Landlord, and Seller, as Tenant, as amended. 
 (iii) Intellectual Property Licenses 

Letter Agreement dated August 13, 2007 by and between Dakota Collectibles and Seller. 

License Agreement dated April 13, 2010 by and between Action Illustrated and Seller.* 







 Schedule 2.1(d) 

Purchased Assets: Intellectual Property Registrations 

Registered Trademarks: 
  

													
	 	  	 	  	 	  	Filing	  	Registration	  	Registration	  	 
	 Jurisdiction
	  	 Title
	  	 Serial No.
	  	 Date
	  	 No.
	  	 Date
	  	 Status

		  		  	77-479376	  	5/20/2008	  	3629953	  	6/2/2009	  	Issued - §8
	 USPTO
	  	Logo Sportswear.com	  		  		  		  		  	due
		  		  		  		  		  		  	6/2/2015
		  		  	77-479426	  	5/20/2008	  	3629954	  	6/2/2009	  	Issued - §8
	 USPTO
	  	Team Sportswear.com	  		  		  		  		  	due
		  		  		  		  		  		  	6/2/2015
	 USPTO
	  	TFUND	  	86-465195	  	11/26/2014	  	N/A	  	N/A	  	Pending

 Copyrights: 
  

									
	 Type
	  	 Registration No.
	  	 Registration

Date
	  	 Title
	  	 Claimant

	 Text
	  	TX0007552537	  	6/8/2012	  	LogoSportswear.com	  	CafePress Inc.
		  		  		  	Website Version 1	  	
	 Text
	  	TX0007616247	  	10/29/2012	  	LogoSportswear.com	  	CafePress Inc.
		  		  		  	Website Version 2	  	
	 Text
	  	TX0007799974	  	6/6/2013	  	LogoSportswear.com	  	CafePress Inc.
		  		  		  	Website Version 3	  	
	 Text
	  	TX0007658852	  	10/29/2012	  	TeamSportswear.com	  	CafePress Inc.
		  		  		  	Website Version 1	  	
	 Text
	  	TX0007756169	  	6/6/2013	  	TeamSportswear.com	  	CafePress Inc.
		  		  		  	Website Version 2	  	
	 Text
	  	TX0007883553	  	11/14/2013	  	TeamSportswear.com	  	CafePress Inc.
		  		  		  	Website Version 3	  	
	 Text
	  	TX0007623922	  	10/25/2012	  	CustomTshirts.com	  	CafePress Inc.
		  		  		  	Website Version 1	  	
	 Text
	  	TX0007756195	  	6/6/2013	  	CustomTshirts.com	  	CafePress Inc.
		  		  		  	Website Version 2	  	
	 Text
	  	TX0007883560	  	11/14/2013	  	CustomTshirts.com	  	CafePress Inc.
		  		  		  	Website Version 3	  	
	 Text
	  	TX0007801678	  	11/11/2013	  	Tfund Website	  	CafePress Inc.
		  		  		  	Version 1	  	








 Domain Names: 

4PRINT.CO 
 ATHLETIC-JERSEYS.COM 

BANNERDESIGNTEMPLATES.COM 
 BASKETBALLUNIFORMS.CO 

BIGTALLAPPAREL.COM 
 CHAMPIONSHIPTSHIRTS.COM 

CONNECTICUTBASKETBALL.NET 
 COOLSHIRTSHOPS.COM 

COOLTSHIRTSHOPS.COM 
 COTTONORGANICSHIRTS.COM 

COTTONORGANICTEES.COM 
 COTTONORGANICTSHIRTS.COM 

CUSTOM-APPAREL.COM 
 CUSTOM-SWEATS.COM 

CUSTOM-UNIFORMS.CO.UK 
 CUSTOMBANNERDESIGNER.COM 

CUSTOMBANNERSFAST.COM 
 CUSTOMBANNERSSIGNS.COM 

CUSTOMDIGITALBANNERS.COM 
 CUSTOMDIGITALSHIRTS.COM 

CUSTOMDIGITALSIGNS.COM 
 CUSTOMDIGITALTSHIRTS.COM 

CUSTOMFANJERSEYS.COM 
 CUSTOMGOLFBALLSFAST.COM 

CUSTOMJERSEY.CO.UK 
 CUSTOMJERSEYS.CO 

CUSTOMORGANICSHIRTS.COM 
 CUSTOMORGANICSPORTSWEAR.COM 

CUSTOMORGANICTSHIRTS.COM 
 CUSTOMSHIRTMARKETPLACE. 

COM CUSTOMSHIRTSFAST.COM 
 CUSTOMSIGNSFAST.COM 

CUSTOMSIGNSFAST.NET 
 CUSTOMSPORTSWEAR.CO.UK 

CUSTOMSPORTSWEAR.COM 
 CUSTOMSWEATSHIRTSFAST.COM 

CUSTOMTSHIRTMARKETPLACE.COM 
 CUSTOMTSHIRTS.COM 

CUSTOMTSHIRTSFAST.CO.UK 
 CUSTOMTSHIRTSFAST.COM 

CUSTOMWORKAPPAREL.COM 
 CUSTOMWORKJACKETS.COM 

CUSTOMWORKUNIFORMS.COM 
 CUSTOMWORKWEAR.COM 

DIGITALTSHIRTPRINTER.COM 







 DIGITALTSHIRTPRINTING.COM 

EMBROIDER-CAPS.COM 
 EMBROIDER-POLOS.COM 

EMBROIDERED-SPORTSWEAR. 
 COM FULLCOLORSHIRTS.COM 

FUNDRAISE4CHARITYEVENTS.COM 
 FUNDRAISEFORCHARITYEVENTS.COM 

FUNDRAISERS4CHARITY.COM 
 FUNDRAISERSFORCHARITY.COM 

FUNDTE.ES 
 GOLFBALLPHOTOS.COM 

GOLFSIGNSFAST.COM 
 GOLFTEESIGNS.NET 

GOLFTEESIGNSFAST.COM 
 GROUPPRINTS.COM 

IMPRINTEDBANNERS.COM 
 IMPRINTEDPROMOPRODUCTS.COM 

IMPRINTEDSPORTSWEAR.COM 
 INKEARNERS.COM 

LOGO-SPORTSWEAR.CO.UK 
 LOGO-SPORTSWEAR.COM 

LOGOGOLFWEAR.COM 
 LOGOSOFTWEAR.CO 

LOGOSOFTWEAR.CO.UK 
 LOGOSOFTWEAR.COM 

LOGOSPORTSWEAR.BIZ 
 LOGOSPORTSWEAR.CO 

LOGOSPORTSWEAR.COM 
 LOGOSPORTSWEAR.INFO 

LOGOSPORTSWEAR.MOBI 
 LOGOSPORTSWEAR.NET 

LOGOSPORTSWEAR.US 
 LOGOTSHIRTDESIGNS.COM 

LSW.MX 
 MADETOORDERSHIRTS.COM 

MASCOTTSHIRTDESIGNS.COM 
 MERCHRUSH.COM 

ONLINEBANNERDESIGNER.COM 
 ONLINEEMBROIDERYDESIGN.COM 

ONLINEEMBROIDERYDESIGNER.COM 
 ONLINESIGNDESIGNER.COM 

ORGANIC-TSHIRTS.COM 
 PERSONALIZEBAGS.COM 

PERSONALIZECHRISTMASGIFTS.COM 
 PERSONALIZEDSHIRT.COM 

PERSONALIZEDTEE.COM 







 PERSONALIZEGOLFBALLS.COM 

PERSONALIZEMUGS.COM 
 PERSONALIZEPRODUCTS.COM 

PERSONALIZESTOCKINGS.COM 
 PERSONALIZETEES.COM 

PERSONALIZETOTES.COM 
 PERSONALIZEUNIFORMS.COM 

POLITICALCAMPAIGNBANNERS.COM 
 POLITICALCAMPAIGNPRODUCTS.COM 

POLITICALCAMPAIGNSHIRTS.COM 
 POLITICALCAMPAIGNTSHIRTS.COM 

POLITICALPRODUCT.COM 
 POTOFSOLD.COM 

PREP-SPORTSWEAR.COM 
 PRINT-APPAREL.COM 

PRINT-BAGS.COM 
 PRINT-GOLFBALLS.COM 

PRINT-JERSEYS.COM 
 PRINT-MOUSEPADS.COM 

PRINT-SWEATS.COM 
 PRINT-SWEATSHIRTS.COM 

PRINT-TEES.COM 
 PRINT-TOTES.COM 

PRINT-TOWELS.COM 
 PRINTED-JERSEYS.COM 

PRINTORGANICSHIRTS.COM 
 PRINTORGANICTSHIRTS.COM 

PRINTSHIRTSFAST.COM 
 PRINTTEESFAST.COM 

PRINTTSHIRTSFAST.COM 
 REFEREE-SHIRTS.COM 

REFEREE-UNIFORMS.COM 
 SCHOOL-SHIRTS.COM 

SCHOOL-SPORTSWEAR.CO.UK 
 SCHOOL-SPORTSWEAR.COM 

SCHOOLSPORTSWEAR.COM 
 SCHOOLSPORTSWEAR.INFO 

SCHOOLTSHIRTDESIGNS.COM 
 SCHOOLTSHIRTSHOPS.COM 

SELLSCHOOLSPORTSWEAR.COM 
 SELLSPORTSWEAR.CO.UK 

SELLSPORTSWEAR.COM 
 SELLTEAMSPORTSWEAR.COM 

SELLTEAMWEAR.COM 
 SHARETHREADS.COM 

SHIRT-SHOPS.COM 







 SHOPCUSTOMSHIRTS.COM 

SOFTBALLUNIFORMS.CO 
 SOURCETEE.COM 

SPORTSTSHIRTDESIGNS.COM 
 SPORTSTSHIRTSHOPS.COM 

T-FND.COM 
 T-FUND.COM 

T-FUND.NET 
 T-FUNDS.COM 

TEAFUNDS.COM 
 TEAM-JERSEY.COM 

TEAM-SPORTSWEAR.COM 
 TEAM-UNIFORMS.CO.UK 

TEAMBANDUNIFORMS.COM 
 TEAMBASEBALLUNIFORMS.COM 

TEAMCHEERLEADINGUNIFORMS.COM 
 TEAMEXPRESS.CO 

TEAMFOOTBALLUNIFORMS.COM 
 TEAMHOCKEYUNIFORMS.COM 

TEAMJERSEYDESIGN.COM 
 TEAMLACROSSEUNIFORMS.COM 

TEAMMASCOTDESIGNS.COM 
 TEAMSOCCERUNIFORMS.COM 

TEAMSOFTBALLUNIFORMS.COM 
 TEAMSPIRITWEAR.COM 

TEAMSPORTSWEAR.CO 
 TEAMSPORTSWEAR.COM 

TEAMSPORTSWEAR.MOBI 
 TEAMTENNISUNIFORMS.COM 

TEAMTRACKUNIFORMS.COM 
 TEAMUNIFORMDESIGN.COM 

TEAMUNIFORMDESIGNS.COM 
 TEAMUNIFORMSBASKETBALL.COM 

TEAMUNIFORMSUBLIMATION.COM 
 TEAMVOLLEYBALLUNIFORMS.COM 

TEAMWORKATHLETIC.CO 
 TEE-FUND.COM 

TEE-FUND.NET 
 TEE-FUND.US 

TEE-FUNDS.COM 
 TEECASH.COM 

TEEFIRE.COM 
 TEEFLOCK.COM 

TEEHERD.COM 
 TEEJUMP.COM 

TEEJUMP.NET 







 TEEKICK.COM 

TEERISE.COM 
 TEESIGNSFAST.COM 

TEESRAISE.COM 
 TFND.ME 

TFND.US 
 TFUND.COM 

TFUND.ME 
 TFUND.US 

TFUNDS.COM 
 TSHIRT-SHOPS.COM 

TSHIRTDESIGNTEMPLATES.COM 
 UNIFORMSBASKETBALL.COM 

UNIFORMSUBLIMATION.COM 
 VARSITY-JACKETS.COM 

WEBCONSULTANTCOACH.COM 
 WWWTEEFUND.COM 

WWWTFUND.COM 
 WWWTFUNDS.COM 

(ii) 
  

	
	 Trademark

	




	
	LOGO SPORTSWEAR and design
	LOGOSPORTSWEAR
	
	




	
	LOGOFAN stylized
	LOGOFAN
	
	




	LOGOFANS stylized
	LOGOFANS
	
	




	
	TFUND ORIGINAL and design
	
	













	
	 Trademark

	 TFUND EMBROIDERED and design

	 LOGOBUYERS

	 THE LOGOBUYERS’ GUIDE

	 LOGO REWARDS

	 LOGO

	 LOGOLOCKER

	 SHARE & SELL

	 TEAM SPORTSWEAR

	
	 





	
	 TEAM SPORTSWEAR stylized

	
	 





	
	 TEAM SPORTSWEAR and design

	
	 





	
	 TEAM FAN stylized

	
	 





	
	 TEAM FANS stylized

	
	 





	
	 TFUND and design

	
	 





	
	 LOGO SPORTSWEAR and design

	
	 





	
	 TEAM SPORTSWEAR and design

	 THE TFUND MARKETPLACE










	
	 Trademark

	
	 





	
	 SATISFACTION GUARANTEE LOGOSPORTSWEAR and design

	
	 





	
	 NEW LOGO REWARDS and design

	
	 





	
	 LOGO GIVEBACK

	 LOGOSPORTSWEAR.COM

	 THE TEAMSPORTSWEAR DIFFERENCE

	 THE TEAMSPORTSWEAR ADVANTAGE

	
	 





	
	 CUSTOM TSHIRTS and design

	 YOUR LOGO IS OUR BUSINESS!









 Schedule 2.1(e) 

Purchased Assets: Tangible Assets 
  

					
	 Total
Count
	 	  	 Item

	 	23	  	  	Straight Desks
	 	11	  	  	Mini Desk < 5ft
	 	23	  	  	L Desk
	 	12	  	  	Cubical Stations
	 	1	  	  	U-Desk
	 	131	  	  	Chairs
	 	13	  	  	Whiteboards
	 	178	  	  	Monitors
	 	4	  	  	Windows Laptops
	 	99	  	  	Windows Computers
	 	30	  	  	Linux Computers/Laptops
	 	1	  	  	Scanner
	 	1	  	  	I1 Color Calibration System
	 	51	  	  	Phones
	 	5	  	  	Walkie Talkie
	 	3	  	  	Tablet
	 	2	  	  	Mac
	 	4	  	  	Multifunction Printer
	 	9	  	  	Color Office Printer
	 	7	  	  	BW Office Printer
	 	3	  	  	Water Cooler
	 	7	  	  	Bulletin Board
	 	40	  	  	Barcode Scanner
	 	1	  	  	Phone system
	 	2	  	  	Managed Switch
	 	32	  	  	8port Gigabit Switch
	 	5	  	  	Battery Backup
	 	22	  	  	Book/Office Storage Shelf
	 	1	  	  	Label Printer
	 	1	  	  	IP Camera









					
	 	1	  		Gas Grill
	 	1	  		Trailer
	 	1	  		Eye Wash Station
	 	1	  		Power Washer
	 	1	  		Air Compressor
	 	1	  		Air Compressor Heater
	 	2	  		Exposure Unit
	 	1	  		SR97 Ventilation System
	 	4	  		Flash Unit
	 	4	  		Screenprint Carousel
	 	4	  		Electric Dryer
	 	1	  		Viper Spray Unit
	 	3	  		BQ Printer
	 	2	  		Epson Printer
	 	8	  		Mini Refrigerator
	 	2	  		Full Size Refrigerator
	 	1	  		Soda Machine
	 	1	  		Time Clock
	 	1	  		Pallet Jack
	 	1	  		Hand Truck
	 	1	  		Dolly
	 	11	  		Carts
	 	54	  		Product Shelf
	 	9	  		Wheeled Shelf
	 	2	  		Conference/Lunch Table
	 	11	  		Folding Table
	 	37	  		Production Table
	 	16	  		Misc Table
	 	4	  		2 Drawer Filing Cabinet
	 	3	  		4+ Drawer Filing Cabinet
	 	3	  		2 Drawer Lateral Filing Cabinet
	 	3	  		4 Drawer Lateral Filing Cabinet
	 	7	  		AC Unit
	 	2	  		Electric Generator
	 	1	  		Badge Printer
	 	7	  		Pneumatic Heat Press
	 	1	  		Clam Shell Heat Press
	 	1	  		Mug Press
	 	2	  		Cad Cutter
	 	3	  		Versacamm Printer
	 	2	  		Sublimation Printer









					
	 	2	  		4 Head Embroidery Machine
	 	4	  		2 Head Embroidery Machine
	 	3	  		Single Head Embroidery Machine
	 	1	  		Mini Single Head Embroidery Machine
	 	1	  		Ioline Cutter
	 	1	  		TV
	 	1	  		Copy Machine
	 	1	  		TelyHD
	 	1	  		Projector
	 	1	  		Projector Screen
	 	1	  		Conference Phone
	 	1	  		T1
	 	1	  		Cable Modem
	 	1	  		U-Verse DSL Modem
	 	2	  		Core switch 24 port stacked
	 	2	  		KVM Switch
	 	2	  		SonicWall
	 	1	  		Netbotz Environment Monitor
	 	1	  		KVM Console
	 	1	  		Direct Attached Storage RAID 10
	 	2	  		VM Host
	 	1	  		APC Battery Backup
	 	1	  		Rack System
	 	4	  		Miraki Wifi Access Point
	 	1	  		Cadcut Laser Guides
	 	5	  		Table Top Shelves
	 	2	  		Ladder
	 	3	  		Keurig
	 	2	  		Toaster
	 	4	  		Microwave
	 	1	  		Air Purifier
	 	1	  		Check Reader
	 	2	  		Heat Gun
	 	1	  		SR97 Spray Gun
	 	2	  		Drawing Tablet








 Schedule 2.1(f) 

Purchased Assets: Permits 
 None, except
any applicable local business license. 







 Schedule 2.1(j) 

Excluded Books and Records 







 Schedule 2.3 

Assumed Liabilities 
 All of the following
liabilities of the Business:3 
 Accounts Payable 

Tfund commission payable 
 PTO accrual 

Accrued Liabilities – general 
 Accrued Liabilities –
other 
 Allowance for sales returns 
 LT portion of deferred
rent 
 Obligations for the performance of the Assigned Contracts from and after the Closing Date 

Employment-Related Liabilities 
 Other than PTO accrual,
which is set forth above, all compensation (including salary, wages, commissions, bonuses, incentive compensation, overtime, premium pay and shift differentials), benefits and benefit claims, severance and termination pay, notice and benefits under
all applicable federal, state or local Legal Requirement and under any plan, policy, practice or agreement and all other Liabilities, in each case accruing, incurred or arising as a result of employment or separately from employment with Buyer or
its Affiliates, on or after the applicable Employment Commencement Date with respect to Transferred Employees. 
 All Liabilities and obligations for Taxes
relating to the Business , the Purchased Assets or the Assumed Liabilities for any taxable period beginning on or after the Closing Date. 
 All other
Liabilities and obligations arising out of or relating to Buyer’s ownership or operation of the Business and the Purchased Assets on or after the Closing. 

 

	3 	Pulled this from the most recent flip of the APA from DS. 








 Schedule 7.2 

Target Employees 
  

			
	Last Name	  	 First
 Name

	Allard	  	Erica
	Baird	  	Dan
	Balanda	  	Brian
	Bessette	  	Christopher
	Bone	  	Elizabeth
	Brosnahan	  	Kevin
	Calzone	  	Cindy
	Cascagne	  	Gerald
	Ceballos	  	Anthony
	Cerreta	  	Patrick
	Collins	  	Meghan
	Couturier	  	Lillian
	Daddona	  	John
	Dale	  	John
	Dara	  	Seth
	Davidson	  	Haley
	Davis	  	Ethan
	Davis	  	Joshua
	Dease	  	Acacia
	DeFilippo	  	Nick
	Dellabernarda	  	Brian
	Delli Carpini	  	Stefano
	DeNeen	  	Adrienne
	Dibbles	  	Taneesha
	Duah	  	Akua
	Dunham	  	Jacqueline
	Durso	  	Chris
	Ebron	  	Nigee
	Eckstein	  	Martin
	Ernandez	  	Michelle
	Ferguson	  	Joshua
	Finnegan	  	Colleen
	Finnegan	  	David
	Finnegan	  	Matthew
	Fulton	  	Nancy
	Futia	  	Patric
	Galeano	  	Nelson









			
	Gelinas		Melissa
	Gersten		Jesse
	Golia		Mary Ann
	Grahn		Tammy
	Graves		Doug
	Greene		Zachary
	Halloran		Theresa
	Harper		Kelli
	Harris		Russell
	Hart		Jeff
	Hearn		Grady
	Hedges		Shelley
	Heeren		Melanie
	Hogan		Mike
	Hughes		Nick
	Iles		Louise
	Jackson		Sarah
	Kane		Shannon
	Kieley		Thomas
	Kordik		Thomas
	Kozlowski		Stephen
	Kristjansson		Amber
	Laferriere		Danielle
	Lauria		Erica
	Lavoie		Michael
	Levine		Michael
	Luby		Toro
	Maino		Sandra
	Majewski		Rachel
	Mariani		Juan
	Martin		Jeff
	McCarthy		Shane
	Menard		Jaclyn
	Messier		Matthew
	Meyers		Gloria
	Micloskey		David
	Montauti		Joseph
	Moran		Ashley
	Morneau		Elizabeth
	Mullin		Francis
	Nethercott		Shannon
	O’Brien		Patricia
	Orosz		Jan









			
	Palmer		Michael
	Perez		Jose
	Perugini		Wanda
	Pigeon		Terry
	Ramos		Timothy
	Remillard		Wendy
	Reynolds		Jennifer
	Rojas		Damary
	Romano		Joseph
	Rose		Tiffany
	Russo		Daniel
	Russo		Theresa
	Sandoval		Nadia
	Santiago		Celeste
	Sarachek		Cynthia
	Savage		Devonte
	Savage		Kiana
	Savold		Mary
	Sawicki		Lukosz
	Sheren		Ryan
	Simler		Mary
	Smith		Michael
	Snedeker		Shane
	Srivastava		Sneh
	Suazo		Jimmy
	Swan		Frederick
	Tanner		Kaycee
	Taylor		Janet
	Taylor		Jordan
	Turner		Anne
	Vassallo		Kyle
	Virgulto		Dominic
	Vitols		Eric
	Vlad		Daniela
	Wat		Linda
	Waters		Jonathan
	Williamson		Trent
	Wilson		Heather
	Wood		Linda
	Wright		Trenton
	Zappone		John








 Schedule 7.4 

Exceptions to Preservation of Business 







 Schedule 8.7 

Third Party Consents Required for Closing 

None. 







 Schedule 11.1(b) 

LogoSportswear.com 
 Logo Sportswear 

Logosportsware.com 
 Logosoftwear.com 

Logosoftwear.com 
 logo softwear 

logo sports 
 logosoftware 

logosports.com 
 logo.com 

logosoft 
 logowear 

8775355646 
 877-535-5646 

imprintedpromoproducts.com 
 bigtallapparel.com 

logogolfwear.com 
 TeamSportswear.com 

Team Sportswear.com 
 Team Sportswear 

TeamSportswear 
 TeamSportsware.com 

TeamSportsware 
 TeamSports 

Team Sports 
 tfund 

Tfund.com 
 tfunding 

t fund com 
 tfundcom 

www tfund com 
 www.tfund.com 

tfunds 
 teefund 

tee fund 
 teekick 

teejump 
 tee kick 

tee jump 
 customtshirts.com 

customtshirt.com 
 customtshirtscom 







 custom-t-shirts.com 

customshirts.com 
 customteeshirts.com 

custom tshirts.com 
 www.customtshirts.com 

customteeshirt.com 
 A4 

ASW 
 Adams 

Adidas 
 Alleson 

Alo 
 Apollo Embroidery 

ApolloEmbroidery 
 Ash City 

AshCity 
 Ash Worth 

Ashworth 
 AugustaSportswear 

Augusta Sportswear 
 Augusta 

Authentic 
 Authentic Pigment 

AuthenticPigment 
 Bag Edge 

BAGedge 
 Badger Sports 

BadgerSports 
 Barbarian 

Bayside 
 Blue Generation 

BlueGeneration 
 Boxer Craft 

Boxercraft 
 Bright Line 

Brightline 
 Brine 

Brooks Brothers 
 BrooksBrothers 

Brook Stone 
 Brookstone 

Browning 
 Bulwark 







 Burnside 
 Callaway
Golf 
 CallawayGolf 
 CalvinKlein 

Calvin Klein 
 Canvas 

Carhartt 
 Champion 

Charles River 
 CharlesRiver 

Chef Designs 
 ChefDesigns 

Chestnut Hill 
 ChestnutHill 

Cliff Keem 
 CliffKeen 

Clique 
 Cobble Stone 

Cobblestones 
 CodeV 

Code V 
 Codefive 

Code five 
 Columbia 

Columbia Sportswear 
 ColumbiaSportswear 

Comfort Colors 
 ComfortColors 

Core 365 
 Core365 

Corner stone 
 Cornerstone 

Cruisin USA 
 CruisinUSA 

Cutter and buck 
 cutter & buck 

Cutter&Buck 
 Day Star Apparel 

DayStarApparel 
 Dickies 

Dickies Medical 
 DickiesMedical 

District 
 Doggie Skins 







 DoggieSkins 

Dri-Duck 
 Dun Brook 

Dunbrooke 
 Eagle USA 

EagleUSA 
 Eddie Bower 

Eddie Bauer 
 EddieBauer 

Edwards 
 Everyday Designs 

EverydayDesigns 
 Fahrenheit 

French Toast 
 FrenchToast 

Game 
 Gemline 

Golf Tee Printers 
 GolfTeePrinters 

Greg Norman 
 GregNorman 

Hartwell 
 HighFive 

Hilton 
 Holloway 

Horace Small 
 HoraceSmall 

ILMigliore 
 Izod 

Jay America 
 J America 

JAmerica 
 Jetline 

Jockey 
 Jonathan Corey 

JonathanCorey 
 KC 

LAT 
 Lacoste 

Landway 
 MV Sport 

MVSport 
 Magic Headwear 

MagicHeadwear 
 Majestic 







 Marmot 
 Munsingwear

 New Balance 
 NewBalance 

New Era 
 NewEra 

Next Level 
 NextLevel 

Nike Golf 
 NikeGolf 

North End 
 NorthEnd 

Oakley 
 Ogio 

Otto 
 Pacific Headwear 

PacificHeadwear 
 Paige and Tuttle 

PaigeandTuttle 
 Patagonia 

Pennant 
 Ping 

Pinnacle 
 Port & Company 

Port&Company 
 Port Authority 

PortAuthority 
 Pro Feet 

ProFeet 
 Puma 

Rawlings 
 Red Cap 

Red Kap 
 RedKap 

Reebok 
 Richardson Cap 

RichardsonCap 
 Russell 

Russell Athletic 
 RussellAthletic 

Soffe 
 Sport-Tek 

Sportsman 
 Storm Creek 

StormCreek 







 Storm Tech 

StormTech 
 Team 365 

Team365 
 Teamwork Athletic 

TeamworkAthletic 
 TieDye 

Titleist 
 Trimark 

Tutti 
 Twin City 

TwinCity 
 USBlanks 

UnderArmor 
 Under Armor 

UnderArmour 
 Under Armour 

Ultra Club 
 UltraClub 

Van Heusen 
 VanHeusen 

Vapor Apparel 
 VaporApparel 

Warrior 
 WarriorLacrosse 

Weather proof 
 Weatherproof 

Woolrich 
 Yupoong 

Zorrel 
 flexfit 

flex-fit 
 full button 

lab coat 
 letterman 

lettermen 
 open bottom 

Parka 
 sandwich bill 

scrubs 
 Semi Fitted 

Singlet 
 snap back 

snap front 







 snapback 
 sports
bra 
 Sports wear 
 Sportswear 

structured 
 sun 

protection 
 Sweater 

turtle neck 
 turtleneck 

uniform 
 varsity 

velcro back 
 vest 

visor 
 warm up 

warmup 
 wheeled 

windbreaker 
 windshirt 

Workwear 
 dazzle 

denim 
 Dry performance 

fire resistant 
 fire retardant 

fleece 
 french terry 

heathered 
 high vis 

high visability 
 mesh 

micor fibre 
 micor sherpa 

micorfibre 
 micro fiber 

microfiber 
 microsherpa 

moisture wicking 
 neon 

pigment-dyed 
 pique 

poplin 
 quilt lining 







 rayon 
 reversible

 sherpa 
 soft shell 

softshell 
 stain resistant 

tricot 
 UV protection 

uvprotection 
 waterproof 

Wicking 
 wrinkle resistant 

Baseball Jersey 
 Basketball Jersey 

Cheer Jersey 
 coach Jersey 

Football Jersey 
 Gymnastics jersey 

Hockey jersey 
 Lacrosse jersey 

Referee jersey 
 Rugby jersey 

Soccer jersey 
 Softball jersey 

Tennis jersey 
 Track jersey 

Volleyball jersey 
 Wrestling jersey 

Powder Puff jersey 
 Goalie jersey 

Goal Keeper jersey 
 Flag Football jersey 

Baseball uniform 
 Basketball uniform 

Cheer uniform 
 coach uniform 

Football uniform 
 Gymnastics uniform 

Hockey uniform 
 Lacrosse uniform 

Referee uniform 
 Rugby uniform 

Soccer uniform 







 Softball uniform 

Tennis uniform 
 Track uniform 

Volleyball uniform 
 Wrestling uniform 

Powder Puff uniform 
 Goalie uniform 

Goal Keeper uniform 
 Flag Football uniform 

digitizing 
 digitized 

Applique 
 applikay 

sewn on twill 
 sewn twill 

twill 
 sewn-twill 

blank 
 undecorated 

no decoration 
 wholesale 

quantity 
 quantity discount 

Closeout 
 markdown 

marked down 
 budget 

Embroidered 100 Percent 
 Embroidered 100Percent 

Embroidered Adult 
 Embroidered Anti Microbial 

Embroidered Apparel 
 Embroidered Athletic 

Embroidered Bar 
 Embroidered Bar Tender 

Embroidered BarTender 
 Embroidered Base Ball 

Embroidered Baseball 
 Embroidered Basket Ball 

Embroidered Basketball 
 Embroidered Big &Tall 

Embroidered Big And Tall 
 Embroidered Big&Tall 







 Embroidered BigAndTall 

Embroidered Bowling 
 Embroidered Bucket 

Embroidered Business 
 Embroidered Button Down 

Embroidered Button Up 
 Embroidered Buttondown 

Embroidered Buttonup 
 Embroidered Camo 

Embroidered Camoflage 
 Embroidered Camouflage 

Embroidered Cap 
 Embroidered Cardigans 

Embroidered Carpenter 
 Embroidered Carpentry 

Embroidered Casino 
 Embroidered Cheer 

Embroidered Chefwear 
 Embroidered Clothing 

Embroidered coach 
 Embroidered College 

Embroidered Company 
 Embroidered Computer 

Embroidered Construction 
 Embroidered Cooler 

Embroidered Creator 
 Embroidered Crewneck 

Embroidered Design Online 
 Embroidered Designer 

Embroidered Digital 
 Embroidered Down 

Embroidered Draw 
 Embroidered Draw String 

Embroidered DrawString 
 Embroidered Dress Shirt 

Embroidered DressShirt 
 Embroidered Dri Fit 

Embroidered DriFit 
 Embroidered Dry Fit 

Embroidered DryFit 
 Embroidered Duffle 

Embroidered Duffle Bag 
 Embroidered Dufflebag 

Embroidered Electrician 
 Embroidered Engineer 

Embroidered Engineering 







 Embroidered Equestrian 

Embroidered Fall 
 Embroidered Fan Wear 

Embroidered FanWear 
 Embroidered Farm 

Embroidered FireResistant 
 Embroidered FireRetardant 

Embroidered Fishing 
 Embroidered Fitted 

Embroidered Flag Football 
 Embroidered Flannel 

Embroidered Flannel Lined 
 Embroidered FlannelLined 

Embroidered Flat Bill 
 Embroidered Flat Brim 

Embroidered FlatBill 
 Embroidered FlatBrim 

Embroidered Flex Fit 
 Embroidered Foot Ball 

Embroidered Football 
 Embroidered Fraternity 

Embroidered Free Designs 
 Embroidered Free Shipping 

Embroidered Free Templates 
 Embroidered Full Back 

Embroidered FullBack 
 Embroidered Garment 

Embroidered Gifts 
 Embroidered Glove 

Embroidered Goal Keeper 
 Embroidered Goalie 

Embroidered Golf 
 Embroidered Grocery 

Embroidered Gym Bag 
 Embroidered Gymbag 

Embroidered Gymnastics 
 Embroidered Hand Towel 

Embroidered HandTowel 
 Embroidered Hat 

Embroidered Hawaiin Shirt 
 Embroidered Hockey 

Embroidered Hoodie 
 Embroidered Hoody 

Embroidered Hospitality 
 Embroidered House Keeping 

Embroidered HouseKeeping 







 Embroidered Hunting 

Embroidered Industrial 
 Embroidered Jacket 

Embroidered Jersey 
 Embroidered Lab 

Embroidered Lacrosse 
 Embroidered Laptop 

Embroidered Layering 
 Embroidered Left Chest 

Embroidered LeftChest 
 Embroidered Long Sleeve 

Embroidered LongSleeve 
 Embroidered Lunch 

Embroidered Make 
 Embroidered Maker 

Embroidered Mason 
 Embroidered Masonry 

Embroidered Medical 
 Embroidered Messenger 

Embroidered Messenger 
 Embroidered Mock Turtle 

Embroidered Mock Turtleneck 
 Embroidered MockNeck 

Embroidered No Minimums 
 Embroidered No Mins 

Embroidered One Hundred Percent 
 Embroidered One Size Fits All

 Embroidered Online Designer 
 Embroidered Onsie 

Embroidered Order Online 
 Embroidered Outerwear 

Embroidered Oxford 
 Embroidered Pant 

Embroidered Pharmacist 
 Embroidered Pharmacy 

Embroidered Plumber 
 Embroidered Plumbing 

Embroidered Plus Size 
 Embroidered PlusSize 

Embroidered Pocket 
 Embroidered Polo 

Embroidered Powder Puff 
 Embroidered Promo Products 

Embroidered PromoProducts 
 Embroidered Promotional Products 

Embroidered PromotionalProducts 







 Embroidered Pullovers 

Embroidered Racer Back 
 Embroidered Racerback 

Embroidered Rain 
 Embroidered Ranch 

Embroidered Real Tree 
 Embroidered RealTree 

Embroidered Referee 
 Embroidered Restaurant 

Embroidered Rugby 
 Embroidered Safety 

Embroidered Satin 
 Embroidered Scarf 

Embroidered Scarves 
 Embroidered School 

Embroidered Security 
 Embroidered Server 

Embroidered Shell 
 Embroidered Shirt 

Embroidered Short 
 Embroidered Skirt 

Embroidered Skort 
 Embroidered SnapFront 

Embroidered Soccer 
 Embroidered Sock 

Embroidered Softball 
 Embroidered Sorority 

Embroidered Sports 
 Embroidered Spring 

Embroidered Stadium 
 Embroidered Summer 

Embroidered Sweat 
 Embroidered Sweat Shirt 

Embroidered Sweaters 
 Embroidered Sweatshirt 

Embroidered Tall 
 Embroidered Team 

Embroidered Tennis 
 Embroidered Track 

Embroidered Trade Show 
 Embroidered Tradeshow 

Embroidered Travel 
 Embroidered Turtle Necks 

Embroidered Turtlenecks 
 Embroidered Uni Sex 

Embroidered Union 







 Embroidered Union Made 

Embroidered UnionMade 
 Embroidered Unisex 

Embroidered University 
 Embroidered US Made 

Embroidered USA Made 
 Embroidered USAMADE 

Embroidered USMADE 
 Embroidered V Neck 

Embroidered Volleyball 
 Embroidered Water Proof 

Embroidered Welder 
 Embroidered Welding 

Embroidered Wind Shirt 
 Embroidered Winter 

Embroidered Women 
 Embroidered Work 

Embroidered Work Wear 
 Embroidered Wrestling 

Embroidered Yoga 
 Embroider 100 Percent 

Embroider 100Percent 
 Embroider Adult 

Embroider Anti Microbial 
 Embroider Apparel 

Embroider Athletic 
 Embroider Bar 

Embroider Bar Tender 
 Embroider BarTender 

Embroider Base Ball 
 Embroider Baseball 

Embroider Basket Ball 
 Embroider Basketball 

Embroider Big &Tall 
 Embroider Big And Tall 

Embroider Big&Tall 
 Embroider BigAndTall 

Embroider Bowling 
 Embroider Bucket 

Embroider Business 
 Embroider Button Down 

Embroider Button Up 
 Embroider Buttondown 

Embroider Buttonup 
 Embroider Camo 







 Embroider Camoflage 

Embroider Camouflage 
 Embroider Cap 

Embroider Cardigans 
 Embroider Carpenter 

Embroider Carpentry 
 Embroider Casino 

Embroider Cheer 
 Embroider Chefwear 

Embroider Clothing 
 Embroider coach 

Embroider College 
 Embroider Company 

Embroider Computer 
 Embroider Construction 

Embroider Cooler 
 Embroider Creator 

Embroider Crewneck 
 Embroider Design Online 

Embroider Designer 
 Embroider Digital 

Embroider Down 
 Embroider Draw 

Embroider Draw String 
 Embroider DrawString 

Embroider Dress Shirt 
 Embroider DressShirt 

Embroider Dri Fit 
 Embroider DriFit 

Embroider Dry Fit 
 Embroider DryFit 

Embroider Duffle 
 Embroider Duffle Bag 

Embroider Dufflebag 
 Embroider Electrician 

Embroider Engineer 
 Embroider Engineering 

Embroider Equestrian 
 Embroider Fall 

Embroider Fan Wear 
 Embroider FanWear 

Embroider Farm 
 Embroider FireResistant 

Embroider FireRetardant 
 Embroider Fishing 

Embroider Fitted 







 Embroider Flag Football 

Embroider Flannel 
 Embroider Flannel Lined 

Embroider FlannelLined 
 Embroider Flat Bill 

Embroider Flat Brim 
 Embroider FlatBill 

Embroider FlatBrim 
 Embroider Flex Fit 

Embroider Foot Ball 
 Embroider Football 

Embroider Fraternity 
 Embroider Free Designs 

Embroider Free Shipping 
 Embroider Free Templates 

Embroider Full Back 
 Embroider FullBack 

Embroider Garment 
 Embroider Gifts 

Embroider Glove 
 Embroider Goal Keeper 

Embroider Goalie 
 Embroider Golf 

Embroider Grocery 
 Embroider Gym Bag 

Embroider Gymbag 
 Embroider Gymnastics 

Embroider Hand Towel 
 Embroider HandTowel 

Embroider Hat 
 Embroider Hawaiin Shirt 

Embroider Hockey 
 Embroider Hoodie 

Embroider Hoody 
 Embroider Hospitality 

Embroider House Keeping 
 Embroider HouseKeeping 

Embroider Hunting 
 Embroider Industrial 

Embroider Jacket 
 Embroider Jersey 

Embroider Lab 
 Embroider Lacrosse 

Embroider Laptop 
 Embroider Layering 

Embroider Left Chest 







 Embroider LeftChest 

Embroider Long Sleeve 
 Embroider LongSleeve 

Embroider Lunch 
 Embroider Make 

Embroider Maker 
 Embroider Mason 

Embroider Masonry 
 Embroider Medical 

Embroider Messenger 
 Embroider Messenger 

Embroider Mock Turtle 
 Embroider Mock Turtleneck 

Embroider MockNeck 
 Embroider No Minimums 

Embroider No Mins 
 Embroider One Hundred Percent 

Embroider One Size Fits All 
 Embroider Online Designer 

Embroider Onsie 
 Embroider Order Online 

Embroider Outerwear 
 Embroider Oxford 

Embroider Pant 
 Embroider Pharmacist 

Embroider Pharmacy 
 Embroider Plumber 

Embroider Plumbing 
 Embroider Plus Size 

Embroider PlusSize 
 Embroider Pocket 

Embroider Polo 
 Embroider Powder Puff 

Embroider Promo Products 
 Embroider PromoProducts 

Embroider Promotional Products 
 Embroider PromotionalProducts

 Embroider Pullovers 
 Embroider Racer Back 

Embroider Racerback 
 Embroider Rain 

Embroider Ranch 
 Embroider Real Tree 

Embroider RealTree 
 Embroider Referee 

Embroider Restaurant 







 Embroider Rugby 

Embroider Safety 
 Embroider Satin 

Embroider Scarf 
 Embroider Scarves 

Embroider School 
 Embroider Security 

Embroider Server 
 Embroider Shell 

Embroider Shirt 
 Embroider Short 

Embroider Skirt 
 Embroider Skort 

Embroider SnapFront 
 Embroider Soccer 

Embroider Sock 
 Embroider Softball 

Embroider Sorority 
 Embroider Sports 

Embroider Spring 
 Embroider Stadium 

Embroider Summer 
 Embroider Sweat 

Embroider Sweat Shirt 
 Embroider Sweaters 

Embroider Sweatshirt 
 Embroider Tall 

Embroider Team 
 Embroider Tennis 

Embroider Track 
 Embroider Trade Show 

Embroider Tradeshow 
 Embroider Travel 

Embroider Turtle Necks 
 Embroider Turtlenecks 

Embroider Uni Sex 
 Embroider Union 

Embroider Union Made 
 Embroider UnionMade 

Embroider Unisex 
 Embroider University 

Embroider US Made 
 Embroider USA Made 

Embroider USAMADE 
 Embroider USMADE 

Embroider V Neck 







 Embroider Volleyball 

Embroider Water Proof 
 Embroider Welder 

Embroider Welding 
 Embroider Wind Shirt 

Embroider Winter 
 Embroider Women 

Embroider Work 
 Embroider Work Wear 

Embroider Wrestling 
 Embroider Yoga 

Embroidery 100 Percent 
 Embroidery 100Percent 

Embroidery Adult 
 Embroidery Anti Microbial 

Embroidery Apparel 
 Embroidery Athletic 

Embroidery Bar 
 Embroidery Bar Tender 

Embroidery BarTender 
 Embroidery Base Ball 

Embroidery Baseball 
 Embroidery Basket Ball 

Embroidery Basketball 
 Embroidery Big &Tall 

Embroidery Big And Tall 
 Embroidery Big&Tall 

Embroidery BigAndTall 
 Embroidery Bowling 

Embroidery Bucket 
 Embroidery Business 

Embroidery Button Down 
 Embroidery Button Up 

Embroidery Buttondown 
 Embroidery Buttonup 

Embroidery Camo 
 Embroidery Camoflage 

Embroidery Camouflage 
 Embroidery Cap 

Embroidery Cardigans 
 Embroidery Carpenter 

Embroidery Carpentry 
 Embroidery Casino 

Embroidery Cheer 
 Embroidery Chefwear 







 Embroidery Clothing 

Embroidery coach 
 Embroidery College 

Embroidery Company 
 Embroidery Computer 

Embroidery Construction 
 Embroidery Cooler 

Embroidery Creator 
 Embroidery Crewneck 

Embroidery Design Online 
 Embroidery Designer 

Embroidery Digital 
 Embroidery Down 

Embroidery Draw 
 Embroidery Draw String 

Embroidery DrawString 
 Embroidery Dress Shirt 

Embroidery DressShirt 
 Embroidery Dri Fit 

Embroidery DriFit 
 Embroidery Dry Fit 

Embroidery DryFit 
 Embroidery Duffle 

Embroidery Duffle Bag 
 Embroidery Dufflebag 

Embroidery Electrician 
 Embroidery Engineer 

Embroidery Engineering 
 Embroidery Equestrian 

Embroidery Fall 
 Embroidery Fan Wear 

Embroidery FanWear 
 Embroidery Farm 

Embroidery FireResistant 
 Embroidery FireRetardant 

Embroidery Fishing 
 Embroidery Fitted 

Embroidery Flag Football 
 Embroidery Flannel 

Embroidery Flannel Lined 
 Embroidery FlannelLined 

Embroidery Flat Bill 
 Embroidery Flat Brim 

Embroidery FlatBill 
 Embroidery FlatBrim 

Embroidery Flex Fit 







 Embroidery Foot Ball 

Embroidery Football 
 Embroidery Fraternity 

Embroidery Free Designs 
 Embroidery Free Shipping 

Embroidery Free Templates 
 Embroidery Full Back 

Embroidery FullBack 
 Embroidery Garment 

Embroidery Gifts 
 Embroidery Glove 

Embroidery Goal Keeper 
 Embroidery Goalie 

Embroidery Golf 
 Embroidery Grocery 

Embroidery Gym Bag 
 Embroidery Gymbag 

Embroidery Gymnastics 
 Embroidery Hand Towel 

Embroidery HandTowel 
 Embroidery Hat 

Embroidery Hawaiin Shirt 
 Embroidery Hockey 

Embroidery Hoodie 
 Embroidery Hoody 

Embroidery Hospitality 
 Embroidery House Keeping 

Embroidery HouseKeeping 
 Embroidery Hunting 

Embroidery Industrial 
 Embroidery Jacket 

Embroidery Jersey 
 Embroidery Lab 

Embroidery Lacrosse 
 Embroidery Laptop 

Embroidery Layering 
 Embroidery Left Chest 

Embroidery LeftChest 
 Embroidery Long Sleeve 

Embroidery LongSleeve 
 Embroidery Lunch 

Embroidery Make 
 Embroidery Maker 

Embroidery Mason 
 Embroidery Masonry 

Embroidery Medical 







 Embroidery Messenger 

Embroidery Messenger 
 Embroidery Mock Turtle 

Embroidery Mock Turtleneck 
 Embroidery MockNeck 

Embroidery No Minimums 
 Embroidery No Mins 

Embroidery One Hundred Percent 
 Embroidery One Size Fits All 

Embroidery Online Designer 
 Embroidery Onsie 

Embroidery Order Online 
 Embroidery Outerwear 

Embroidery Oxford 
 Embroidery Pant 

Embroidery Pharmacist 
 Embroidery Pharmacy 

Embroidery Plumber 
 Embroidery Plumbing 

Embroidery Plus Size 
 Embroidery PlusSize 

Embroidery Pocket 
 Embroidery Polo 

Embroidery Powder Puff 
 Embroidery Promo Products 

Embroidery PromoProducts 
 Embroidery Promotional Products 

Embroidery PromotionalProducts 
 Embroidery Pullovers 

Embroidery Racer Back 
 Embroidery Racerback 

Embroidery Rain 
 Embroidery Ranch 

Embroidery Real Tree 
 Embroidery RealTree 

Embroidery Referee 
 Embroidery Restaurant 

Embroidery Rugby 
 Embroidery Safety 

Embroidery Satin 
 Embroidery Scarf 

Embroidery Scarves 
 Embroidery School 

Embroidery Security 
 Embroidery Server 

Embroidery Shell 







 Embroidery Shirt 

Embroidery Short 
 Embroidery Skirt 

Embroidery Skort 
 Embroidery SnapFront 

Embroidery Soccer 
 Embroidery Sock 

Embroidery Softball 
 Embroidery Sorority 

Embroidery Sports 
 Embroidery Spring 

Embroidery Stadium 
 Embroidery Summer 

Embroidery Sweat 
 Embroidery Sweat Shirt 

Embroidery Sweaters 
 Embroidery Sweatshirt 

Embroidery Tall 
 Embroidery Team 

Embroidery Tennis 
 Embroidery Track 

Embroidery Trade Show 
 Embroidery Tradeshow 

Embroidery Travel 
 Embroidery Turtle Necks 

Embroidery Turtlenecks 
 Embroidery Uni Sex 

Embroidery Union 
 Embroidery Union Made 

Embroidery UnionMade 
 Embroidery Unisex 

Embroidery University 
 Embroidery US Made 

Embroidery USA Made 
 Embroidery USAMADE 

Embroidery USMADE 
 Embroidery V Neck 

Embroidery Volleyball 
 Embroidery Water Proof 

Embroidery Welder 
 Embroidery Welding 

Embroidery Wind Shirt 
 Embroidery Winter 

Embroidery Women 
 Embroidery Work 

Embroidery Work Wear 
 Embroidery Wrestling 

Embroidery Yoga 








 Execution Version 
  

 EXHIBIT A 

ESCROW AGREEMENT 
 ESCROW
AGREEMENT 
 This Escrow Agreement dated this          day of
                    , 2015 (the “Escrow Agreement”), is entered into by and among Logo Sportswear Inc., a Delaware corporation
(“Buyer”), CafePress Inc., a Delaware corporation (“Seller,” and together with Buyer, the “Parties,” and individually, a “Party”), and WILMINGTON TRUST, N.A., as escrow agent (“Escrow Agent”). 

RECITALS 
 A. Buyer and Seller are parties to the
Asset Purchase Agreement dated as of February 20, 2015 (as amended, modified or supplemented from time to time, the “Purchase Agreement”). 

B. Pursuant to the Purchase Agreement, Buyer, on behalf of Seller, has agreed to place in escrow certain funds and the Escrow Agent agrees to hold and
distribute such funds in accordance with the terms of this Escrow Agreement. 
 In consideration of the promises and agreements of the Parties and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties and the Escrow Agent agree as follows: 

ARTICLE 1 
 ESCROW DEPOSIT 

Section 1.1. Receipt of Escrow Property. The Escrow Agent acknowledges the receipt of $1,250,000 (the “Escrow Property”) in immediately
available funds. 
 Section 1.2. Investments. 

(a) The Escrow Agent shall invest the Escrow Property, including any and all interest and investment income, in accordance with the written
instructions provided to the Escrow Agent and the Seller jointly signed by the authorized representatives of the Parties. In the absence of written investment instructions from the Parties, the Escrow Agent shall deposit and invest the Escrow
Property, including any and all interest and investment income, in the M&T Bank Corporate Deposit Account, which is further described herein on Exhibit A. Any investment earnings and income on the Escrow Property shall not become part of
the Escrow Property and shall be disbursed to Seller quarterly. 
 (b) The Escrow Agent is hereby authorized and directed to sell or redeem
any such investments as it deems necessary to make any payments or distributions required under this Escrow Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment or sale of investment
made pursuant to this Escrow Agreement, other than as a result of the gross negligence or willful misconduct of the Escrow Agent. The Escrow Agent is hereby authorized, in making or disposing of any investment


  
 1 









 Execution Version 
  

 
permitted by this Escrow Agreement, to deal with itself (in its individual capacity) or with any one or more of its affiliates, whether it or any such affiliate is acting as agent of the Escrow
Agent or for any third person or dealing as principal for its own account. The Parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice. 

Section 1.3. Disbursements. 
 (a) The
Escrow Agent shall disburse the Escrow Property in accordance with joint written instructions from the Parties signed by an authorized representative of each Party (a “Joint Notice”). 

Except as provided in Section 3.5, Escrow Agent shall pay and disburse the Escrow Property only as follows: 

(i) to Buyer or Seller, as specified in any Joint Notice received by Escrow Agent; or 

(ii) to Seller on the first Business Day following the fifteen (15) month anniversary of the date of this Agreement, the Escrow Property
balance in excess of the dollar amount of all claims pursuant to Claim Notices (as defined below) delivered by Buyer and remaining unresolved as of such date. 

Notwithstanding any provision hereof to the contrary, at any time prior to 5:00 p.m., New York time on the date that is the fifteen
(15) month anniversary of the date of this Agreement, Buyer may deliver to the Escrow Agent and Seller a notice (a “Claim Notice”), indicating that Buyer has asserted a claim for indemnification pursuant to Section 10.2 of the
Purchase Agreement. Upon receipt of a Claim Notice, the Escrow Agent shall continue to hold the amount asserted in such Claim Notice in the Escrow Property and disburse the same only in accordance with a Joint Notice or in accordance with
Section 3.5 of this Escrow Agreement. The Escrow Agent may assume without further act that Seller has received Claim Notices on the same date that it has received such notices. 

Buyer and Seller hereby agree to timely execute and deliver any Joint Notice necessary to cause Escrow Agent to make disbursements required
under the Purchase Agreement from the Escrow Property, as contemplated by this Escrow Agreement. The Escrow Agent shall distribute the Escrow Property or any portion thereof in accordance with the payment instructions set forth in the Joint Notice
from the Escrow Property as soon thereafter as possible using commercially reasonable efforts, but in any event, no later than five (5) business days following the Escrow Agent’s receipt of a Joint Notice. 

(b) In the event that Escrow Agent makes any payment to any other party pursuant to this Escrow Agreement and for any reason such payment (or
any portion thereof) is required to be returned to the Escrow Property or another party or is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a receiver, trustee or other party under any
bankruptcy or insolvency law, other federal or state law, common law or equitable doctrine, then the recipient shall repay to the Escrow Agent upon written request the amount so paid to it. 

  
 2 









 Execution Version 
  

 (c) The Escrow Agent shall, if advised by legal counsel of its choosing that the same is
binding upon the Escrow Agent, comply with judgments or orders issued or process entered by any court with respect to the Escrow Property, including without limitation any attachment, levy or garnishment, without any obligation to determine such
court’s jurisdiction in the matter and in accordance with its normal business practices. If the Escrow Agent complies with any such judgment, order or process, then it shall not be liable to any Party or any other person by reason of such
compliance, regardless of the final disposition of any such judgment, order or process. 
 (d) In the event that a Party gives funds transfer
instructions (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by telecopier or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the authorized
person or persons of such Party, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or persons so designated provided no call back is required if the Escrow Agent receives original instructions. The persons
and telephone numbers for callbacks may be changed only in a writing actually received and acknowledged by the Escrow Agent. The Parties agree that such security procedure is commercially reasonable. 

(e) Upon request the Escrow Agent will furnish monthly statements to the Parties setting forth the activity in the account in which the Escrow
Property is held (including all disbursements pursuant to the last sentence of Section 1.2(a)). 
 Section 1.4. Income Tax Allocation and
Reporting. 
 (a) The Parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow
Property shall, as of the end of each calendar year and to the extent required by the Internal Revenue Service, be reported as having been earned by Seller, whether or not such income was disbursed during such calendar year. 

(b) Prior to closing, the Parties shall provide the Escrow Agent with certified tax identification numbers by furnishing appropriate forms W-9
or W-8 and such other forms and documents that the Escrow Agent may request. The Parties understand that if such tax reporting documentation is not provided and certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue
Code of 1986, as amended, and the regulations promulgated thereunder, to withhold a portion of any interest or other income earned on the investment of the Escrow Property. 

(c) To the extent that the Escrow Agent becomes liable for the payment of any taxes in respect of income derived from the investment of the
Escrow Property, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Property. The Parties, jointly and severally, shall indemnify, defend and hold the Escrow Agent harmless from and against any tax, late payment,
interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Property and the investment thereof unless such tax, late payment, interest, penalty or other expense was as a result of the
gross negligence or willful misconduct of the Escrow Agent. The indemnification provided by this Section 1.4(c) is in addition to the indemnification provided in Section 3.1 and shall survive the resignation or removal of the Escrow Agent
and the termination of this Escrow Agreement. 

  
 3 









 Execution Version 
  

 Section 1.5. Termination. Upon the disbursement of all of the Escrow Property, including any
interest and investment earnings thereon, this Escrow Agreement shall terminate and be of no further force and effect except that the provisions of Sections 1.4(c), 3.1 and 3.2 hereof shall survive termination. 

ARTICLE 2 
 DUTIES OF THE ESCROW
AGENT 
 Section 2.1. Scope of Responsibility. Notwithstanding any provision to the contrary, the Escrow Agent is obligated only to perform the
duties specifically set forth in this Escrow Agreement, which shall be deemed purely ministerial in nature. Under no circumstances will the Escrow Agent be deemed to be a fiduciary to any Party or any other person under this Escrow Agreement. The
Escrow Agent will not be responsible or liable for the failure of any Party to perform in accordance with this Escrow Agreement. The Escrow Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any
other agreement, instrument, or document other than this Escrow Agreement, whether or not an original or a copy of such agreement has been provided to the Escrow Agent; and the Escrow Agent shall have no duty to know or inquire as to the performance
or nonperformance of any provision of any such agreement, instrument, or document. References in this Escrow Agreement to any other agreement, instrument, or document are for the convenience of the Parties, and the Escrow Agent has no duties or
obligations with respect thereto. This Escrow Agreement sets forth all matters pertinent to the escrow contemplated hereunder, and no additional obligations of the Escrow Agent shall be inferred or implied from the terms of this Escrow Agreement or
any other agreement. 
 Section 2.2. Attorneys and Agents. Except in cases of the Escrow Agent’s , willful misconduct or gross negligence,
the Escrow Agent shall be entitled to rely on and shall not be liable for any action taken or omitted to be taken by the Escrow Agent in accordance with the advice of counsel or other professionals retained or consulted by the Escrow Agent. The
Escrow Agent shall be reimbursed as set forth in Section 3.1 for any and all compensation (fees, expenses and other costs) paid and/or reimbursed to such counsel and/or professionals. The Escrow Agent may perform any and all of its duties
through its agents, representatives, attorneys, custodians, and/or nominees. 
 Section 2.3. Reliance. Except in cases of the Escrow
Agent’s willful misconduct or gross negligence, the Escrow Agent shall not be liable for (i) any action taken or not taken by it in accordance with the direction or consent of the Parties or their respective agents, representatives,
successors, or assigns or (ii) acting or refraining from acting upon any notice, request, consent, direction, requisition, certificate, order, affidavit, letter, or other paper or document believed by it to be genuine and correct and to have
been signed or sent by the proper person or persons, without further inquiry into the person’s or persons’ authority. Concurrent with the execution of this Escrow Agreement, the Parties shall deliver to the Escrow Agent authorized
representative forms in the form of Exhibit B-1 and Exhibit B-2 to this Escrow Agreement. 

  
 4 









 Execution Version 
  

 Section 2.4. Right Not Duty Undertaken. The permissive rights of the Escrow Agent to do things
enumerated in this Escrow Agreement shall not be construed as duties. 
 ARTICLE 3 

PROVISIONS CONCERNING THE ESCROW AGENT 

Section 3.1. Indemnification. The Parties hereby agree, jointly and severally, to indemnify Escrow Agent, its directors, officers, employees and
agents (collectively, the “Indemnified Parties”), and hold the Indemnified Parties harmless from any and against all liabilities, losses, actions, suits or proceedings at law or in equity, and any other expenses, fees or charges of any
character or nature, including, without limitation, attorney’s fees and expenses, which an Indemnified Party may incur or with which it may be threatened by reason of acting as or on behalf of Escrow Agent under this Escrow Agreement or arising
out of the existence of the Escrow Property, except to the extent the same shall be caused by Escrow Agent’s bad faith, gross negligence or willful misconduct. The terms of this paragraph shall survive termination of this Escrow Agreement. 

Section 3.2. Limitation of Liability. THE ESCROW AGENT SHALL NOT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (I) DAMAGES, LOSSES OR EXPENSES
ARISING OUT OF THE SERVICES PROVIDED HEREUNDER IN GOOD FAITH, OTHER THAN DAMAGES, LOSSES OR EXPENSES WHICH HAVE BEEN FINALLY ADJUDICATED TO HAVE DIRECTLY RESULTED FROM THE ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. 

Section 3.3. Resignation or Removal. The Escrow Agent may resign by furnishing written notice of its resignation to the Parties, and the Parties
may remove the Escrow Agent by furnishing to the Escrow Agent a joint written notice of its removal along with payment of all fees and expenses to which it is entitled through the date of termination. Such resignation or removal, as the case may be,
shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Property and to deliver the same
to a successor escrow agent as shall be appointed by the Parties, as evidenced by a joint written notice filed with the Escrow Agent or in accordance with a court order. If the Parties have failed to appoint a successor escrow agent prior to the
expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief,
and any such resulting appointment shall be binding upon the Parties. 

  
 5 









 Execution Version 
  

 Section 3.4. Compensation. The Escrow Agent shall be entitled to compensation for its services as
stated in the fee schedule attached hereto as Exhibit C, which compensation shall be paid 50% by each Party. The fee agreed upon for the services rendered hereunder is intended as compensation for the Escrow Agent’s services as contemplated by
this Escrow Agreement; provided, however, that in the event that the conditions for the disbursement of funds under this Escrow Agreement are not fulfilled, or the Escrow Agent renders any service not contemplated in this Escrow Agreement, or there
is any assignment of interest in the subject matter of this Escrow Agreement, or any material modification hereof, or if any material controversy arises hereunder, or the Escrow Agent is made a party to any litigation pertaining to this Escrow
Agreement or the subject matter hereof, then the Escrow Agent shall be compensated for such extraordinary services at its standard rates in effect for such services from time to time and reimbursed for all costs and expenses, including reasonable
attorneys’ fees and expenses, occasioned by any such delay, controversy, litigation or event. If any amount due to the Escrow Agent hereunder is not paid within thirty (30) days of the date due, the Escrow Agent in its sole discretion may
charge interest on such amount up to the highest rate permitted by applicable law. The terms of this paragraph shall survive termination of this Agreement. 

Section 3.5. Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the
meaning or validity of any provision hereunder or concerning any other matter relating to this Escrow Agreement, or the Escrow Agent is in doubt as to the action to be taken hereunder, the Escrow Agent may, at its option, retain the Escrow Property
until the Escrow Agent (i) receives a final non-appealable order of a court of competent jurisdiction or a final non-appealable arbitration decision directing delivery of the Escrow Property delivered by the prevailing Party to Escrow Agent (an
“Order”) along with (x) a letter from counsel for the prevailing Party certifying that such order is final and non-appealable and (y) a written instruction from an authorized representative of the prevailing Party given to
effectuate such order or, (ii) receives a Joint Notice, in which event the Escrow Agent shall be authorized to disburse the Escrow Property in accordance with such Joint Notice, or (iii) files an interpleader action in any court of
competent jurisdiction, and upon the filing thereof, the Escrow Agent shall be relieved of all liability as to the Escrow Property and shall be entitled to recover attorneys’ fees, expenses and other costs incurred in commencing and maintaining
any such interpleader action. The Escrow Agent shall be entitled to act on any such agreement, court order, or arbitration decision without further question, inquiry, or consent. In the event that the Escrow Agent receives an Order and the other
documentation set forth in clause (i) of this Section 3.5, the Escrow Agent shall distribute the Escrow Property or any portion thereof as directed in such Order as soon thereafter as possible using commercially reasonable efforts, but in
any event, no later than five (5) business days following the Escrow Agent’s receipt of such Order and other documentation. 
 Section 3.6.
Merger or Consolidation. Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business
and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor escrow agent
under this Escrow Agreement and shall have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act. 

  
 6 









 Execution Version 
  

 Section 3.7. Attachment of Escrow Property; Compliance with Legal Orders. In the event
that any Escrow Property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order
affecting the Escrow Property, the Escrow Agent is hereby expressly authorized, to comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without
jurisdiction. Except in cases of the Escrow Agent’s willful misconduct or gross negligence, in the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other
person, firm or corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.  

Section 3.8 Force Majeure. Except in cases of the Escrow Agent’s willful misconduct or gross negligence, the Escrow Agent shall not be
responsible or liable for any failure or delay in the performance of its obligation under this Escrow Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of
God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor
disputes; acts of civil or military authority or governmental action; it being understood that the Escrow Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as
soon as reasonably practicable under the circumstances. 
 Section 3.9 Compliance with Legal Orders. Escrow Agent shall be entitled to consult
with legal counsel in the event that a question or dispute arises with regard to the construction of any of the provisions hereof, and shall incur no liability and shall be fully protected in acting in accordance with the advice or opinion of such
counsel. 
 Section 3.10 Disagreements. In the event Escrow Agent receives conflicting instructions hereunder, Escrow Agent shall be fully
protected in refraining from acting until the Escrow Agent shall be directed otherwise in accordance with (i) a Joint Notice or (ii) an Order and the other documentation set forth in Section 3.5(i) hereof. 

Section 3.11 No Financial Obligation. Escrow Agent shall not be required to use its own funds in the performance of any of its obligations or
duties or the exercise of any of its rights or powers, and shall not be required to take any action which, in Escrow Agent’s sole and absolute judgment, could involve it in expense or liability unless furnished with security and indemnity which
it deems, in its sole and absolute discretion, to be satisfactory. 
 ARTICLE 4 

MISCELLANEOUS 
 Section 4.1. Successors
and Assigns. This Escrow Agreement shall be binding on and inure to the benefit of the Parties and the Escrow Agent and their respective successors and permitted assigns. No other persons shall have any rights under this Escrow Agreement. No
assignment of the interest of any of the Parties shall be binding unless and until written notice of such assignment shall be delivered to the other Party and the Escrow Agent and shall require the prior written consent of the other Party and the
Escrow Agent (such consent not to be unreasonably withheld). 

  
 7 









 Execution Version 
  

 Section 4.2. Escheat. The Parties are aware that under applicable state law, property which is
presumed abandoned may under certain circumstances escheat to the applicable state. The Escrow Agent shall have no liability to the Parties, their respective heirs, legal representatives, successors and assigns, or any other party, should any or all
of the Escrow Property escheat by operation of law. 
 Section 4.3. Notices. All notices, requests, demands, and other communications required
under this Escrow Agreement shall be in writing, in English, and shall be deemed to have been duly given if delivered (i) personally, (ii) by facsimile transmission with written confirmation of receipt, (iii) by overnight delivery
with a reputable national overnight delivery service, or (iv) by mail or by certified mail, return receipt requested, and postage prepaid. If any notice is mailed, it shall be deemed given five business days after the date such notice is
deposited in the United States mail. If notice is given to a party, it shall be given at the address for such party set forth below. It shall be the responsibility of the Parties to notify the Escrow Agent and the other Party in writing of any name
or address changes. In the case of communications delivered to the Escrow Agent, such communications shall be deemed to have been given on the date received by the Escrow Agent. 

If to Buyer: 
 Logo Sportswear
Inc. 
 c/o Gladstone Investment Corporation 

1521 Westbranch Drive 
 Suite 200

 McLean, VA 22102 
 Attention:
Portfolio Manager 
 Fax: (703) 287-5801 

  
 8 









 Execution Version 
  

 If to Seller: 

CafePress Inc. 
 6901 Riverport
Drive 
 Louisville, KY 40258 

Attention: General Counsel 
 Fax:
                     
 If to the
Escrow Agent: 
 Wilmington Trust, N.A. 

Corporate Client Services 
 50
South Sixth Street, Ste. 1290 
 Minneapolis, MN 55402 

Attn: Andrew Wassing 
 Fax:
(612) 217-5651 
 Section 4.4. Governing Law. This Escrow Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware. 
 Section 4.5. Entire Agreement. This Escrow Agreement sets forth the entire agreement and understanding of the parties with
respect to the subject matter hereof. 
 Section 4.6. Amendment. This Escrow Agreement may be amended, modified, superseded, rescinded, or
canceled only by a written instrument executed by the Parties and the Escrow Agent. 
 Section 4.7. Waivers. The failure of any party to this
Escrow Agreement at any time or times to require performance of any provision under this Escrow Agreement shall in no manner affect the right at a later time to enforce the same performance. A waiver by any party to this Escrow Agreement of any such
condition or breach of any term, covenant, representation, or warranty contained in this Escrow Agreement, in any one or more instances, shall neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of any
other condition or breach of any other term, covenant, representation, or warranty contained in this Escrow Agreement. 
 Section 4.8. Headings.
Section headings of this Escrow Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions of this Escrow Agreement. 

Section 4.9. Counterparts. This Escrow Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an
original, and such counterparts shall together constitute one and the same instrument. 

  
 9 









 Execution Version 
  

 Section 4.10. Waiver of Jury Trial. EACH OF THE PARTIES HERETO EXPRESSLY WAIVES THE
RIGHT TO TRIAL BY JURY IN RESOLVING ANY CLAIM OR COUNTERCLAIM RELATING TO OR ARISING OUT OF THIS ESCROW AGREEMENT. 
 [The remainder of
this page left intentionally blank.] 

  
 10 








 IN WITNESS WHEREOF, this Escrow Agreement has been duly executed as of the date
first written above. 
  

			
	LOGO SPORTSWEAR INC.
		
	By:		  

	
	Name: Carson Biederman
	
	Title: Vice President
	
	CAFEPRESS INC.
		
	By:		  

		
	Name:		
		
	Title:		
	
	WILMINGTON TRUST, NATIONAL
	ASSOCIATION, as Escrow Agent
		
	By:		  

		
	Name:		  

		
	Title:		  



 [Signature Page to Escrow Agreement] 







 EXHIBIT A 

Agency and Custody Account Direction 

For Cash Balances 

Manufacturers & Traders Trust Company Deposit Accounts 







 EXHIBIT B-1 

Certificate as to Authorized Signatures 







 EXHIBIT B-2 

Certificate as to Authorized Signatures 







 Exhibit C 

Fees of Escrow Agent 







 EXHIBIT B 

TRANSITION SERVICES AGREEMENT 

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of
                    , 2015 (the “Closing Date”), by and between Logo Sportswear Inc., a Delaware corporation
(“Buyer”), and CafePress, Inc., a Delaware corporation (“Seller”). The Buyer and the Seller are referred to herein as the “Parties”. Capitalized terms set forth herein but not otherwise defined
herein shall have the meanings assigned to them in the Asset Purchase Agreement (as defined below). 
 Article I. RECITALS 

WHEREAS, Buyer and Seller have entered into an Asset Purchase Agreement, dated as of February 20, 2015 (the “Asset Purchase
Agreement”), and the execution and delivery of this Agreement is a condition to consummating the transactions contemplated by the Asset Purchase Agreement; and 

WHEREAS, in connection with the transactions contemplated by the Asset Purchase Agreement, the Buyer and Seller desire that the Seller provide
certain transition services relating to the Business as set forth in this Agreement. 
 WHEREAS, the parties recognize that in the
transition process the performance of Seller will be dependent, in part, on the performance of the Buyer and certain external parties such as governmental agencies, vendors and others. 

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements contained in this
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, each intending to be legally bound, agree as follows: 

1. Transition Services. 

(a) During the term of this Agreement as set forth in Section 8 (the “Transition Period”), and subject to the
terms and conditions set forth herein, Seller shall provide, or cause one or more of its Affiliates to provide, on a commercially reasonable efforts basis, the services specified on Annex A hereto (each of the categories described on Annex
A, a “Service” and, collectively, the “Services”) from the Closing Date and for the period after the Closing Date with respect to each such Service as set forth in Annex A, which shall be provided in a
manner consistent in all material respects with that provided by Seller or one or more of its Affiliates to the Business during the six (6) month period immediately prior to the Closing Date. Buyer shall purchase and pay for such Services
pursuant to this Section 1(a) as provided for herein. The Services provided by Seller hereunder shall only be made available for, and Buyer shall only be entitled to utilize such Services for the benefit of the Business. 







 (b) The fees payable for each Service shall be as set forth on Annex A; provided,
however, that in the event any fees for Services are not set forth on Annex A, such Services shall be provided on a Cost Recovery Basis. As used herein, “Cost Recovery Basis” means the aggregate sum (such aggregate sum as
determined and calculated by the Providing Party in its reasonable discretion) of all expenses, costs, fees, penalties and assessments resulting from the provision of Services to the Receiving Party by the Providing Party (other than such expenses,
costs, fees, penalties and assessments resulting from a breach of (a) this Agreement or any other agreement related to the Services or (b) applicable Legal Requirements, in each case, by the Providing Party), and charges on a “direct
cost basis” directly incurred in connection with performing the Services, including, but not limited to (i) variable (and excluding fixed) expenses and (ii) any goods and services taxes payable with respect to the applicable Services
provided. The Parties acknowledge that some of the Services that may be provided hereunder require instructions and information from the party receiving such Services (the “Receiving Party”), which shall be provided in sufficient
time for the party providing such Services (the “Providing Party”) or its Affiliates to provide or procure such Services. The Receiving Party shall pay any additional costs or expenses resulting from any failure of the Receiving
Party to provide such instructions or information, provided that the Providing party shall use reasonable efforts to mitigate any such costs. 

(c) The Parties shall cooperate and use commercially reasonable efforts to obtain the consent of any licensors of Software or any other third
party that may be required in connection with the provision of any of the Services hereunder; provided, however, that the Providing Party shall have no obligation to pay money or grant any accommodation to any third party in order to
obtain any such consents, except to the extent the Receiving Party agrees to reimburse the Providing Party for any such payment made by the Providing Party at the request of the Receiving Party. If any such third party requires a payment in order to
make the Services available to the Receiving Party hereunder, each Party shall promptly notify the other Party of this additional cost and the Parties shall use all reasonable best efforts to provide an alternative arrangement to achieve the results
intended (and the Parties shall cooperate with respect thereto). In any such case, the Receiving Party shall have the option to elect (i) to pay any amounts that are required to be paid to any third party to obtain the consent of such third
party in order to receive the Services hereunder or (ii) to terminate any of the Services associated with the required consent. Seller represents that, to its knowledge, as of the date hereof, no such consent is required with respect to any of
the Services except as set forth in Schedule          hereto. 
 (d) The Providing Party shall use
commercially reasonable efforts to provide the Services in a manner consistent in all material respects with the degree of care, diligence, priority, frequency and volume provided by Seller prior to the Closing Date (unless expressly specified
otherwise in Annex A). 
 2. Representatives. Buyer and Seller shall each designate one representative to act as a contact
person with respect to all issues relating to the provision of Services under this Agreement. The initial Buyer representative shall be          and the initial Seller representative shall be
        . Each representative’s contact information is set forth on Annex B hereto. 

3. Limitation on Services. Except as set forth on Annex A, the Providing Party shall have no obligation to upgrade, enhance or
otherwise modify any computer hardware, Software or network environment currently used in the Business or to provide any support or maintenance services for any computer hardware, Software or network environment that has been upgraded, enhanced or
otherwise modified from the computer hardware, Software or network environments that is currently used in the Business. 

  
 - 2 - 








 4. Additional Services. If the Receiving Party reasonably determines that additional
transition services (“Additional Services”) are necessary to complete the transition, the Providing Party will consider in good faith providing such services to the Receiving Party. Representatives of the Providing Party and the
Receiving Party will meet to discuss the terms and conditions (including cost) upon which such Additional Services will be provided. Any such Additional Services mutually agreed to and the fees therefor shall be effective as of the date of execution
of an amendment to this Agreement by duly authorized representatives of the Parties hereto. It is understood and agreed that the Providing Party shall be under no obligation to provide or procure any such Additional Services requested by the
Receiving Party. 
 5. Subcontractors. The Providing Party may, directly or through one or more of its Affiliates, hire or engage
(and/or continue to engage) one or more subcontractors or other third parties (each, a “Subcontractor”) to perform any or all of its obligations under this Agreement; provided, that: (i) the Providing Party remains ultimately
responsible for ensuring that the obligations with respect to the nature, quality and standards of care set forth in Section 12 are satisfied with respect to any Service provided by any Subcontractor; (ii) the use of any
Subcontractor will not increase any costs, fees or expenses payable by the Receiving Party hereunder; and (iii) the use of any Subcontractor will not adversely affect the quality or timeliness of delivery of any Service provided to the
Receiving Party. 
 6. Title to The Providing Party’s Equipment; Management and Control. 

(a) All procedures, methods, systems, strategies, tools, equipment, facilities and other resources used by a Providing Party, any of its
Affiliates or any Subcontractor in connection with the provision of Services hereunder (collectively, the “Provider’s Equipment”) shall remain the property of such Providing Party, its Affiliates or such Subcontractor, and,
except as otherwise provided herein, shall at all times be under the sole direction and control of such Providing Party, its Affiliates or such Subcontractor. 

(b) Except as otherwise provided herein, management of, and control over, the provision of the Services (including the determination or
designation at any time of the Provider’s Equipment, employees and other resources of the Providing Party, its Affiliates or any Subcontractor to be used in connection with the provision of the Services) shall reside solely with such Providing
Party. Without limiting the generality of the foregoing, all labor matters relating to any employees of the Providing Party, its Affiliates and any Subcontractor shall be within the exclusive control of such parties, and the Receiving Party shall
take no action affecting, or have any rights with respect to, such matters. The Providing Party shall be solely responsible for the payment of all salary and benefits and all income tax, social security taxes, unemployment compensation, tax,
workers’ compensation tax, other employment taxes or withholdings and premiums and remittances with respect to employees of the Providing Party and its Affiliates, and amounts due to any Subcontractor or independent contractor, used to provide
such Services. 

  
 - 3 - 








 7. Billing and Payment. 

(a) The Receiving Party shall promptly pay any bills and invoices that it receives from the Providing Party or any of its Affiliates for
Services provided under this Agreement, subject to receiving, if requested, any appropriate support documentation for such bills and invoices. Such charges shall be billed at the end of each calendar month. Unless otherwise provided herein or on
Annex A, the Receiving Party shall pay all invoices by wire transfer of immediately available funds in accordance with the instructions provided by the Providing Party or any of its Affiliates (in writing to the Receiving Party), as
applicable, not later than fifteen (15) days following receipt by the Receiving Party of an invoice from the Providing Party or any of its Affiliates. The Receiving Party shall be entitled to offset any amounts owing to it by the Providing
Party or any of the Providing Party’s Affiliates against amounts payable by the Receiving Party hereunder or under any other agreement or arrangement. Should the Receiving Party dispute any portion of any invoice, the Receiving Party shall
promptly notify the Providing Party in writing of the nature and basis of the dispute. 
 (b) All charges and fees to be paid by the
Receiving Party to the Providing Party and its Affiliates under this Agreement are exclusive of any applicable taxes required by law to be collected from the Receiving Party (including withholding, sales, use, excise or services taxes, which may be
assessed on the provision of the Services hereunder). If a withholding, sales, use, excise or services tax is assessed on the provision of any of the Services provided under this Agreement, the Receiving Party shall pay directly, reimburse or
indemnify the Providing Party and its Affiliates for such tax. The Parties shall cooperate with each other in determining the extent to which any tax is due and owing under the circumstances, and shall provide and make available to each other any
resale certificate, information regarding out-of-state use of materials, services or sale, and other exemption certificates or information reasonably requested by the other Party. 

8. Term of Agreement; Termination. 

(a) Unless earlier terminated under the terms hereof or extended in accordance with this Section 8(a) or by written agreement of
the Parties hereto, this Agreement will expire with respect to each Service on the date on which the Receiving Party commences such Service (or a substitute therefore) on its own behalf (the “Transition Date”), which shall be a date
no later than the date on which the maximum duration specified in the Annex A for such Service has expired and in any event, no later than twelve (12) months following the Closing Date (except as specifically agreed upon by the parties).
Neither the Providing Party nor any of its Affiliates shall be obligated to provide Services on behalf of the Receiving Party following the expiration or earlier termination of this Agreement or any particular Service. The Receiving Party shall make
commercially reasonable efforts to discontinue its use of the Services as soon as possible after the date hereof. 
 (b) Upon the occurrence
of the final Transition Date (whether by actual transfer of relevant Services to the Receiving Party or its agent or expiration of the maximum duration specified for such Service) for the last remaining Service to be provided hereunder, this
Agreement shall automatically terminate. 

  
 - 4 - 








 (c) The Providing Party may terminate this Agreement with respect to one or more Services
immediately upon notice to the Receiving Party in the event of the failure of the Receiving Party to make undisputed payments within ten (10) days of when due provided that such termination shall be limited solely to the portion of the
individual Service affected by such non-payment. 
 (d) Either the Receiving Party or the Providing Party may terminate this Agreement in
whole (except as set forth below) or with respect to one or more Services immediately upon notice to the other Party: 
 (i)
if the other Party files a petition of bankruptcy or the equivalent thereof or is the subject of an involuntary petition in bankruptcy that is not dismissed within sixty (60) days after the filing date thereof, or is or becomes insolvent, or
admits of a general inability to pay its debts as they become due (except where the Party in question is still able to pay fees due under this Agreement as they become due); or 

(ii) upon the material breach of this Agreement by another Party where such breach is not remedied to the reasonable
satisfaction of the Party wishing to terminate this Agreement within thirty (30) days after written notice thereof has been given by such Party. 

(e) Notwithstanding any other provision in this Agreement to the contrary, if this Agreement is terminated for any reason, the Receiving Party
shall remain liable for the payment of fees and expenses accruing for the period prior to termination even though such fees may not become due until after termination. Further, in the event of termination of this Agreement pursuant to this
Section 8, Sections 6(a), 7(a), 8, 9, 13, 14, 16, and 19 through 25 shall continue in full force and effect. 

(f) Provided that the Receiving Party has met and continues to meet its obligations set forth in Section 7, prior to the
termination of this Agreement, the Providing Party shall cooperate with the Receiving Party as reasonably requested by the Receiving Party to effect an orderly transition of the Services provided hereunder and shall use commercially reasonable
efforts to assist the Receiving Party to complete the transition as promptly as practicable. In addition, the Providing Party will facilitate and support the Receiving Party in the conversion of all necessary systems from the Providing Party’s
systems to the Receiving Party’s systems, including support of the mapping and transferring of files. The Parties agree to cooperate in good faith and to use their commercially reasonable efforts to mutually develop a conversion plan to effect
the orderly transition of the Services from the Providing Party’s systems to the Receiving Party’s systems. In connection therewith, the Parties will in good faith consider modifications to the initial service periods. The Receiving Party
agrees to pay the Providing Party for such conversion services on the basis of the Providing Party’s direct costs, administrative support costs and costs associated with special requests. 

9. Partial Termination. Subject to Section 8(f), the Receiving Party may terminate any or all of the Services at any time
prior to the expiration of the period specified on Annex A (including any renewal period) upon at least thirty (30) days’ prior written notice to the Providing Party, unless otherwise indicated on Annex A. As soon as
reasonably practicable 

  
 - 5 - 








 
following receipt of any such notice, the Providing Party shall advise the Receiving Party in writing as to whether termination of such Services shall reasonably require the termination or
partial termination of, or otherwise affect the provision of, any other Services. If such is the case, the Receiving Party may withdraw its termination notice in writing within five (5) days of being so advised by the Providing Party.
Otherwise, such termination shall be final. 
 10. Personnel. 

(a) From the Closing Date until the termination of this Agreement, each Party shall employ or retain all employees and other personnel and
resources necessary, as determined by the Providing Party in its sole discretion, to enable it to perform the Services and its other obligations hereunder; provided, however, that nothing set forth in this Section 10 shall
limit the standards of performance required under this Agreement, including, but not limited to, the requirements set forth in Section 12 of this Agreement. 

(b) If the employment of any Transferred Employee or employee of Seller (collectively, the “Service Employees”) who is
primarily dedicated to the Services under this Agreement is terminated (each such Service Employee whose employment is so terminated, a “Former Employee”), whether voluntarily or involuntarily, the Party with whom such Former
Employee was employed at the time of termination shall use commercially reasonable efforts to replace such Former Employee with an employee or independent contractor having like competence and qualifications (taking into account the original job
description for the relevant position). Nothing herein shall prevent a Party from terminating the employment of any Service Employee. 

11. Covenants of the Parties. 

(a) The information that each Party provides to the other under this Agreement shall be, to the best of that Party’s knowledge, complete
and accurate as of the date that it is delivered. 
 (b) Each Party shall comply with all applicable Legal Requirements in all material
respects in connection with the performance of this Agreement. 
 (c) The Receiving Party shall take all steps reasonably necessary to permit
the Providing Party to provide its Services hereunder on a timely basis and in accordance with the service standards set forth in this Agreement and the Annex hereto, including, but not limited to, responding to all correspondence and communications
of any Party within a reasonable period of time. 
 (d) Each Party may request of another Party reports and information as they relate to the
Services provided under this Agreement, subject to the confidentiality requirements of Section 14 hereof, with such reports and information being delivered within a reasonable time following such request. Access to reports and
information will be provided by each Party to any other Party as is reasonably required to enable each Party to perform any Service required hereunder. 

  
 - 6 - 








 12. Standards of Performance. 

(a) The Seller shall provide all Services hereunder in accordance with the standards set forth herein and the Annex and in a professional,
ethical and businesslike manner consistent with general industry standards. The Seller shall comply with the terms of any third party agreements in providing Services hereunder. 

(b) The Parties hereby agree that in every instance they shall protect, enhance and promote the good name and reputation of the other Parties
hereto, and refrain from any activity that could harm the name or reputation of any of the Parties hereto. 
 (c) The Seller shall use
commercially reasonable efforts in the performance of the Services and its respective duties hereunder. Furthermore, Seller shall use commercially reasonable efforts to avoid commingling any of the Buyer’s business records, material,
Confidential Information and other data with its own such business records, material, Confidential Information and other data. 
 (d) Each
Party shall inform the other Parties of all material developments, issues or problems related to the Services in a timely manner as soon as reasonably practicable following the occurrence thereof. 

(e) Nothing in this Agreement shall require or be interpreted to require the Providing Party to provide to the Receiving Party any Service
beyond the scope and content of this Agreement, except as otherwise mutually agreed by the Parties in writing and pursuant to the applicable provisions hereof. 

13. Relationship of the Parties. 

(a) It is expressly understood and agreed that the Parties are independent contractors of each other for all and any purposes whatsoever. 

(b) Nothing contained in this Agreement nor the consummation of the transactions contemplated herein shall be construed to create a
partnership, association, joint venture, agency relationship or the relationship of employer and employee between the Parties, nor shall their officers, directors, or employees be considered employees of another Party for any purpose. Nothing in
this Agreement shall permit any Party to create or assume any obligation on behalf of, or otherwise bind, another Party for any purpose. No Party shall have any power to act for or represent another Party, except as expressly set forth herein, and
shall not hold itself out as the agent of another Party. 
 (c) No Party, nor its employees, contractors or subcontractors shall be deemed to
be employees, contractors or subcontractors of any other Party, it being fully understood and agreed that no employees of any Party are entitled to benefits or compensation from any other Party. Each Party is wholly responsible for withholding and
payment of all applicable federal, state and local and other payroll taxes with respect to its own employees, including any contributions from them as required by law. 

  
 - 7 - 








 14. Confidentiality. The Parties acknowledge that Buyer and Seller have previously
executed a Confidentiality Agreement dated [            ] (the “Confidentiality Agreement”), which Confidentiality Agreement shall continue in full force and effect in
accordance with its terms. Without limiting the foregoing, all information furnished to Buyer and its officers, employees, accountants and counsel by the Seller in connection with this Agreement, and all information furnished to the Seller by Buyer
and its officers, employees, accountants and counsel pursuant to this Agreement, shall be covered by the Confidentiality Agreement, and Buyer and Seller shall be fully liable and responsible under the Confidentiality Agreement for any breach of the
terms and conditions thereof by their respective subsidiaries, officers, employees, accountants, counsel and other Representatives. Furthermore, without limiting the foregoing, each of the parties hereto hereby agrees to keep the subject matter of,
and the terms and conditions of, this Agreement (except to the extent contemplated hereby) or pursuant to the negotiation and execution of this Agreement or the effectuation of the transactions contemplated hereby, confidential; provided,
however, that the foregoing shall not apply to information or knowledge which (a) a party can demonstrate was already lawfully in its possession prior to the disclosure thereof by the other party, (b) is generally known to the public
and did not become so known through any violation of applicable Legal Requirements, (c) became known to the public through no fault of such party, (d) is later lawfully acquired by such party without confidentiality restrictions from other
sources not bound by applicable confidentiality restrictions, (e) is required to be disclosed by Legal Requirements (including federal and state securities laws and the rules and regulations of any national securities exchange applicable to
either Buyer or Seller), or by order of court or Governmental Authority with subpoena powers (provided that such party shall have provided the other party with prior notice of such disclosure and an opportunity to object or seek a protective order
and take any other available action) or (f) which is disclosed in the course of any action or proceeding between the Parties. 
 15.
Third Party Non-Disclosure Agreements. To the extent that any third party proprietor of information or Software to be disclosed or made available to the Receiving Party in connection with performance of the Services hereunder requires a specific
form of non-disclosure agreement as a condition of its consent to use of the same for the benefit of the Receiving Party or to permit the Receiving Party access to such information or Software, the Receiving Party shall execute (and shall cause the
Receiving Party’s employees to execute, if required) any such form in substantially the same form executed by the Providing Party (if required). 

16. Indemnity; Limitation of Liability; Disclaimer. 

(a) Buyer shall indemnify, defend and hold harmless Seller and its Affiliates, Subcontractors, and any other Providing Parties, and their
respective Representatives, successors and assigns (collectively, the “Seller Group Members”) from and against any and all Damages which are now or hereafter asserted against or incurred, sustained or suffered by any of the Seller
Group Members relating to, arising out of or resulting from (i) the performance or non-performance of any of the Services by any of the Seller Group Members, (ii) any information, data, documents or other materials delivered in connection
with any of the Services or this Agreement (the “Deliverables”), (iii) any equipment, programs, systems, or other tangible or intangible property, of any kind used in connection with any of the Services (the
“Tools”), or (iv) the breach of any covenant or obligation of Buyer or any Receiving Party hereunder, 

  
 - 8 - 








 
regardless of whether or not such Damages relate to any third party claim, except to the extent such Damages are caused by the material breach of this Agreement by, or the gross negligence or
willful misconduct of, Seller or Seller’s Affiliates in providing the Services hereunder. Seller shall indemnify and hold Buyer and its Affiliates harmless from and against any and all Damages which are now or hereafter asserted against or
incurred, sustained or suffered by any of them relating to, arising out of or resulting from any third party claim based upon the gross negligence, or willful misconduct of Seller, except to the extent such Damages are caused by the gross
negligence, willful misconduct or material breach of this Agreement by Buyer or its Affiliates. 
 (b) Neither Party nor any of its
Affiliates shall be liable to the other Party, its Affiliates or any third party for, and each Party irrevocably waives any claim to (i) any special, incidental, punitive, exemplary, multiplied, indirect, or consequential (including loss of
revenues or profits) damages of any kind and (ii) any attorney fees, costs and prejudgment interest, in each case arising from any claim relating to this Agreement or any of the Services to be provided hereunder or the performance of or failure
to perform such Party’s obligations under this Agreement, whether such claim is based on warranty, contract, tort (including negligence or strict liability) or otherwise, all of which are hereby excluded by agreement of the Parties regardless
of whether or not any Party to this Agreement has been advised of the possibility of such damages; provided, however, that notwithstanding the foregoing, Buyer shall be liable to the Seller Group Members under Section 16(a) above for any such
damages, attorney fees, costs or prejudgment interest described in clauses (i) or (ii) above which are incurred, suffered or sustained by or paid to a third party, to the extent the third party claim is indemnifiable under such
Section 16(a). In addition, no Seller Group Member shall be liable to Buyer, Buyer’s Affiliates and any other Receiving Parties, and their respective Representatives, successors and assigns (collectively, the “Buyer Group
Members”) or any third party for any direct damages arising from any claim relating to this Agreement or any of the Services to be provided hereunder or the performance of or failure to perform the Seller’s or any Providing
Party’s obligations under this Agreement, except to the extent that such direct damages are caused by the gross negligence or willful misconduct of Seller or Seller’s Affiliates in providing the Services hereunder. 

(c) Notwithstanding any contrary provision hereof, except in the case of Seller’s obligations of indemnity as set forth in paragraph
16(a), the Seller Group Members’ cumulative aggregate liability to the Buyer Group Members arising out of or in connection with this Agreement, from any and all causes, whether based on contract, tort or any other legal theory, or other cause
of action, shall not exceed the greater of (i) the aggregate of one month’s fees for all Services, or (ii) the amount of fees paid by Buyer to Seller pursuant to this Agreement during the twelve 12 months prior to the date such cause
of action arose. Except in the case of gross negligence or willful misconduct by Seller, no Seller Group Member shall be liable for any Damages arising out of or relating to: (i) interoperability, access or interconnection of the Services with
applications, equipment, services, content or networks provided by Buyer or third parties; (ii) service defects, service levels, delays or interruptions or lost or altered messages or transmissions; or (iii) unauthorized access to or
theft, alteration, loss or destruction of Buyer’s or third parties’ applications, content, data, programs, information, network or systems. 

  
 - 9 - 








 (d) Except as specifically set forth in this Agreement, all Services and Deliverables are
provided by the Seller “AS-IS.” SELLER SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, THE DELIVERABLES OR THE TOOLS,
INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE AND NON-INFRINGEMENT. 
 (e) All claims for
indemnification pursuant to this Section 16 shall be made in accordance with the procedures set forth in Section 10 of the Asset Purchase Agreement 

17. Force Majeure. If the Providing Party, any of its Affiliates or any Subcontractor is prevented from or delayed in complying, either
totally or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, strike, walkout, lockout or other labor trouble or shortage, delays by unaffiliated suppliers or carriers, shortages of fuel, power, raw
materials or components, any law, order, proclamation, regulation, ordinance, demand, seizure or requirement of any governmental authority, riot, civil commotion, war, rebellion, acts of terrorism, nuclear accident or other causes beyond the
reasonable control of any such Person or other acts of God, or acts, omissions or delays in acting by any governmental or military authority or the Receiving Party, then upon notice to the Receiving Party, the affected provisions and/or other
requirements of this Agreement shall be suspended during the period of such disability and the Providing Party shall have no liability to the Receiving Party, its Affiliates or any other Person in connection therewith. The Providing Party and the
Receiving Party shall make commercially reasonable efforts to remove such disability within thirty (30) days after giving notice of such disability; provided, however, that nothing in this Section 17 will be construed
to require the settlement of any strike, walkout, lockout or other labor dispute on terms which, in the reasonable judgment of the Providing Party, are contrary to its interest. It is understood that the settlement of a strike, walkout, lockout or
other labor dispute will be entirely within the discretion of the Providing Party. If the Providing Party is unable to provide any of the Services due to such a disability, each Party shall use its commercially reasonable efforts to cooperatively
seek a solution that is mutually satisfactory to the other Parties. In addition, upon becoming aware of a disability causing a delay in performance or preventing performance of any obligations of the Providing Party under this Agreement, the
Receiving Party shall have the right, but not the obligation, to engage subcontractors to perform such obligations for the duration of the period during which such disability delays or prevents the performance of such obligation by the Providing
Party. 
 18. Notices. be in writing and shall be personally delivered, mailed using first-class, registered, or certified mail,
postage prepaid, faxed or sent by electronic mail to the following addresses or to such other address as the parties hereto may designate in writing: 

Seller: 

CafePress Inc. 

1850 Gateway Drive, Suite 300 

San Mateo, CA 94404 

Attn: Chief Financial Officer 

Fax: 502-995-2231 

Email: gjackson@cafepress.com 

  
 - 10 - 








 with a copy to, which shall not constitute notice: 

Pillsbury Winthrop Shaw Pittman LLP 

2550 Hanover Street 

Palo Alto, CA 94304 

Attn: Jorge del Calvo 

Fax: (650) 233-4545 

Email: jorge@pillsburylaw.com 

Buyer: 

Digital Fuel Capital, LLC 

339 Auburn Street 

Suite 12 

Newton, MA 02446 

Attn: Carson Biederman 

Fax: (617) 467-6801 

Email: carson@digitalfuelcapital.com 

with a copy to, which shall not constitute notice: 

Dickstein Shapiro LLP 

1825 Eye Street, N.W. 

Washington, D.C. 20006-5403 

Attn: Emanuel Faust, Jr. 

Telephone: (202) 410-3127 

Fax: (202) 420-2201 

Email: fauste@dicksteinshapiro.com 

All such notices, requests, consents and other communications shall be deemed to be properly given (a) if delivered personally to the address as provided
in this Section, upon delivery, (b) if delivered by facsimile transmission or electronic mail to the facsimile number or email address as provided for in this Section 18, upon delivery confirmation if sent during normal business hours of
the recipient; if not, then on the next Business Day, (c) if sent by registered or certified mail, three (3) Business Days after the same has been deposited in the mail, addressed and postage prepaid as set forth above and (d) if
delivered by overnight courier to the address as provided in this Section 18, on the earlier of the first Business Day following the date sent by such overnight courier or upon receipt (in each case regardless of whether such notice, request or
other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 18). Any party from time to time may change its address, facsimile number or other information for the purpose of
notices to that party by giving notice specifying such change to the other party hereto. 

  
 - 11 - 








 19. Successors and Assigns. The rights of either Party under this Agreement shall not be
assignable by such Party hereto, other than to an Affiliate of such Party, without the prior written consent of the other Party; provided that any such assignment shall not relieve such Party from its obligations hereunder. This Agreement shall be
binding upon and inure to the benefit of the Parties hereto and their successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any Person other than the Parties and
successors and assigns permitted by this Section 19 any right, remedy or claim under or by reason of this Agreement. 
 20.
Entire Agreement; Amendments. This Agreement and the agreements and annexes referred to herein and the documents delivered pursuant hereto contain the entire understanding of the Parties hereto with regard to the subject matter contained herein
or therein, and supersede all other prior representations, warranties, agreements, understandings or letters of intent between or among any of the Parties hereto (it being understood, however, that the Asset Purchase Agreement and agreements
contemplated thereby, including the Confidentiality Agreement, set forth certain additional understandings between Seller and Buyer regarding their relationship after the Closing Date). This Agreement shall not be amended, modified or supplemented
except by a written instrument signed by an authorized representative of each of the Parties hereto. 
 21. Partial Invalidity.
Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or
provisions or any other provisions hereof, unless such a construction would be unreasonable. 
 22. Waivers. Any term or provision of
this Agreement may be waived, or the time for its performance may be extended, by the Party or Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any
Party, it is authorized in writing by an authorized representative of such Party. The failure of any Party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to
affect the validity of this Agreement or any part hereof or the right of any Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

 23. Execution in Counterparts. This Agreement may be executed in one or more counterparts (including via facsimile or other
electronic transmission), each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the Parties
hereto and delivered to Seller and Buyer. 

  
 - 12 - 








 24. Governing Law. This Agreement shall be governed by, and construed and enforced in
accordance with, the internal laws of the state of Delaware, excluding that body of law pertaining to conflicts of laws. 
 25.
Interpretation. For purposes of this Agreement: (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or”
is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein
(i) to Sections mean the Sections of this Agreement and (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted
by the provisions thereof and by this Agreement. Headings of Sections are inserted for convenience of reference only and shall not be deemed a part of or to affect the meaning or interpretation of this Agreement. This Agreement shall be construed
without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. 

26. Annexes. Annex A and B shall be construed with and as an integral part of this Agreement to the same extent as if it was set
forth verbatim herein. 
 [Signature Page Follows] 

  
 - 13 - 








 IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed as of the
date set forth above, all effective as of the Closing Date. 
  

			
	BUYER
	
	Logo Sportswear Inc.
		
	By		  

		
	Name		  

		
	Title		  

	
	SELLER
	
	CafePress Inc.
		
	By		  

		
	Name		  

		
	Title		  










 Annex A 







 EXECUTION VERSION 

Annex B 

Representative Contact Information 

Representative for Buyer: 
 Representative for Seller: 







 EXECUTION VERSION 

EXHIBIT C 
 REFERRAL
AGREEMENT 
 REFERRAL AGREEMENT 

THIS REFERRAL AGREEMENT is made and entered into effective
                , 2015 (“Effective Date”), by and between CafePress Inc., a Delaware Corporation with a principal place of business at 6901 Riverport Drive,
Louisville, Kentucky 40258 (“CafePress”) and Logo Sportswear Inc. (“NewCo”) a Delaware corporation with a principal place of business at c/o Digital Fuel Capital, LLC, 339 Auburn Street, Suite 12, Newton, Massachusetts 02446.

 1. General Scope. CafePress shall use reasonable efforts to promote and solicit sales referrals in accordance with this Agreement, through its own
website or the websites of its Affiliated companies or brands (collectively, the “CafePress Website”), for the sale of certain product types related to clubs, groups and organizations, as agreed upon by the parties, on
www.logosportswear.com, www.teamsportswear.com, www.logosoftwear.com and Tfund.com (collectively, the “Websites”). As part of CafePress’ referral services, CafePress will include on the CafePress Website one or more of the
following types of links to the Websites: Product Links; Category Links; and Links pursuant to certain mutually agreed upon search terms and inquiries. The parties will work together to develop graphical artwork to use in linking to the Websites. To
permit accurate tracking, reporting, and Sales Fee (as defined below) calculation, NewCo will provide CafePress with special “tagged” link formats to be used in all links between the CafePress Website and the Websites. Links to the Website
placed on the CafePress Website pursuant to this Agreement and which properly utilize such special link formats are referred to as “Special Link(s).” The Parties agree that they will collaboratively develop the Special Links. CafePress
shall not have the right to modify or otherwise change the Special Links (including any banner content) without the prior approval of NewCo (which shall not be unreasonably withheld). Except as specifically set forth in this Agreement, nothing in
this Agreement shall be construed as limiting in any manner CafePress’ marketing or distribution activities or its appointment of other dealers, distributors, licensees, agents or representatives of any kind. NewCo will process accepted Product
orders placed by customers who follow Special Links from the CafePress Website to the Websites and will be responsible for all aspects of order acceptance, processing and fulfillment. 

During the term of this Agreement, CafePress’ and its Affiliated companies’ will continue to display the Websites-related graphics and branding, and
maintain access to the Websites-related in-site search, dropdown menus, navigation tabs/links and landing pages, as currently utilized on the CafePress Website to promote and provide referral traffic for the Websites. In the event of any
modification to the CafePress Website that adversely impacts the Websites referral traffic, CafePress will use reasonable best efforts to provide for alternative referral opportunities on the CafePress Website that are no less favorable than the
site search, navigation, access, landing page or graphics referral opportunities on the CafePress Website relating to the Websites prior to such change. 

CafePress shall not establish any promotional or incentive-based arrangement for the purpose of generating referrals to the Websites without the prior consent
of Newco, and will not willfully or intentionally take any action to generate referrals to the Websites that would reasonably be expected to result in Qualified Sales at rates below the historical conversion rate of the NewCo business as operated by
CafePress. 







 2. Qualified Referrals. For the purposes hereof, a “Qualified Referral” shall mean a customer or
prospect: (i) that is verifiably referred to NewCo using the Special Links; and (ii) that has been referred to NewCo in compliance with all of the terms of this Agreement. Approval and acceptance of any Qualified Referral or any sale of
Products shall be at NewCo’s sole discretion, and NewCo may reject any such Qualified Referral or any sale for any reason. 
 3. Fees. For each
sale of a Product to a Qualified Referral that selects and purchases a Product through the Websites pursuant to the current Google Analytics profile applicable to the Websites, which is based upon the last touch customer session on the
Websites(“Qualified Sale(s)”), NewCo shall pay CafePress a Sales Fee (as defined below) and, as applicable, CafePress shall pay to NewCo a Traffic Fee (as defined below) as described below: 

(a) For calendar years 2015 and 2016, if in any month, the Minimum Qualified Referrals (as defined below) AND Minimum Web
Revenue (as defined below) are not met, then CafePress will pay to NEWCO, for the specified month in which the Minimum Qualified Referrals and the Minimum Web Revenue are not met, $1.20 per Minimum Qualified Referral for that month (the
“Traffic Fee”) ; and 
 (b) For Qualified Referrals to the extent that Gross Revenue (as defined below) for any
month exceeds the applicable Monthly Threshold (as defined below), NewCo shall pay to CafePress an amount equal to the product of (i) 9% multiplied by (ii) the amount by which Gross Revenue received from Qualified Sales of Products exceeds
such Monthly Threshold (the “Sales Fee”). 
 For purposes of illustration only, please see the examples below: 

  
 2 








 Other than described herein, no Sales Fee will be paid to CafePress (i) for future sales or any other
activity with respect to a Qualified Referral, other than with respect to Qualified Sales, or (ii) for any Qualified Sale for which NewCo is obligated to pay a referral fee to a third party, unless the referral by CafePress was the most recent
of all such referrals with respect to such sale. Sales Fees will be paid within thirty (30) days after the end of each month for all Products sold during that month. NewCo will track Qualified Sales and will make available to CafePress reports
summarizing this sales activity. CafePress shall have the right, upon notice to NewCo, to audit NewCo’s books and records related to Qualified Sales to confirm the accuracy of the Sales Fees. In the event that any audit shows an underpayment in
excess of 5%, then NewCo shall pay all expenses associated with the audit. 
 For purposes of this Agreement, the following definitions shall apply:
(1) Gross Revenue shall mean all revenue received from Qualified Sales for which a Sales Fee is payable hereunder; (2) Monthly Threshold shall mean the revenue generated by LogoSportswear.com, TeamSportswear.com and Tfund.com through links
from CafePress.com for the corresponding month in 2014, as set forth in Exhibit A hereto; (3) Minimum Qualified Referrals shall mean sixty percent (60%) of the total Unique Visitors, in any month, to Logosportswear.com, Teamsportswear.com,
and Tfund.com through links from CafePress.com for the corresponding month in 2014 as set forth in Exhibit A hereto as measured by Google Analytics; and (4) Minimum Web Revenue shall mean sixty percent (60%) of the Web Sales for the
corresponding month in 2014 as measured by Google Analytics and as set forth in Exhibit A hereto. 
 4. Trademarks and Other Designations. Subject to
the terms of this Agreement, NewCo grants CafePress the right to use and display the NewCo trademarks, tradenames, and other designations of source (“Marks”) as they may appear with respect to the Products as needed to provide the services
as set forth in this Agreement. All such use of the Marks shall be in accordance with any usage guidelines provided in writing. 
 5. Responsibility for
Websites. NewCo will be solely responsible for the development, operation, and maintenance of the Websites and for all materials that appear on the Websites. Without limiting the generality of the foregoing, NewCo will be responsible for:
(i) the operation of the Websites; (ii) creating and posting any applicable Product descriptions on the Websites and linking those descriptions to the CafePress Website; (iii) the accuracy and appropriateness of materials on the
Website; (iv) that materials on the Website do not violate or infringe upon the rights of any third party; and (v) that materials on the Website are not libelous or otherwise illegal. In addition, NewCo shall not use any existing or future
software products or services that (1) will replace, intercept, interfere, hinder, disrupt or otherwise alter in any manner the CafePress Website user’s access, view or usage of, or other aspect of the user’s experience at the
CafePress Website (or the websites of other CafePress partners) in a manner that causes or otherwise results in a different experience from what was otherwise intended by CafePress (or such CafePress partner); or (2) will block, alter, direct,
redirect, substitute, insert, append itself to, or otherwise intercept or interfere in any manner with any click through or other traffic-based transaction that originated from the CafePress Website with the intention of reducing any compensation or
other payment earned by or owing to CafePress. 
 6. NewCo Images. If NewCo chooses to enable customers to use selected images from the Websites,
either owned by NewCo or licensed from a third party, for use by a customer (“Images”) to create and purchase Products, then NewCo agrees to the following terms: 

  
 3 








 a. NewCo shall not market or sell a Product through the Websites referral services provided
hereunder that (i) is generally offensive or inappropriate, (ii) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity; (iii) is
libelous, defamatory or slanderous; (iv) is obscene or pornographic; (v) is designed to or does harass, threaten, or abuse others; or (vi) violates any applicable law, rule, or regulation, including, without limitation, by exploiting
images or the likeness of minors. While CafePress has no obligation to monitor the transactions or communications made through the Websites, it reserves the right to restrict access to or the availability of any Images or Products that CafePress
determines reasonably and in good faith to be in violation of this clause 6(a), without any liability to NewCo. 
 b. In making available any
Images for upload to and use on the CafePress Website in connection with this Agreement, NewCo grants to CafePress a royalty-free, worldwide, non-transferable (except as provided in Section 14), nonexclusive, non-sublicensable right and license
in such Images, in all media existing now or created in the future, (i) to enable the marketing and sale of Products and (ii) to promote, market and advertise the Products and the Website. Such use includes, without limitation,
(1) display of Products with the Images, (2) promotional “streams” of audio Images on the CafePress Website, and (3) display of pages from book Products on the CafePress Website. As between the parties, NewCo retains
ownership of any Images and CafePress shall not use any Images for any purpose other than the promotion of the Products, the Websites or NewCo, or alter or modify any Images (including any use in combination with other images) without the prior
approval of NewCo. Such license shall terminate upon the termination of this Agreement. 
 c. NewCo represents and warrants that it has and
shall maintain all necessary approvals and consents required for the use of the Images provided by NewCo to CafePress for use under this Agreement (and will provide evidence thereof upon request by CafePress). NewCo will be solely responsible for
the payment of all royalties or similar payments that are or may become due to any third party in connection with the use of Images under this Agreement. 

7. Warranties. (a) NewCo and CafePress each represents and warrants to the other that: (i) it has the requisite power and authority to enter
into, deliver and perform the obligations under this Agreement; (ii) this Agreement is a valid and legally binding agreement enforceable against it; (iii) it will comply with the terms of this Agreement; 

(b) Newco further represents and warrants that (i) its advertising and marketing of the Products shall at all times comply with all applicable
laws, rules, and regulations, and that it shall not engage in fraudulent, abusive, or misleading advertising and promotional methods with respect to the subject matter of this Agreement; (ii) it shall not engage in and/or facilitate spamming,
indiscriminate advertising or unsolicited commercial email, or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 180187 or any successor legislation), or any analogous statute; and (vi) it shall at all times comply with all
applicable privacy and data collection laws, rules, and regulations. 
 8. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
NEITHER NEWCO OR CAFEPRESS MAKES ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PRODUCTS, THE WEBSITES, ANY SERVICES RELATED THERETO (IN THE CASE OF NEWCO) OR THE CAFEPRESS WEBSITE OR THE SERVICES THAT ARE THE SUBJECT
MATTER OF THIS AGREEMENT (IN THE CASE OF 

  
 4 








 
CAFEPRESS), ALL OF WHICH ARE PROVIDED “AS IS” AND “AS AVAILABLE” (SUBJECT TO THE REMAINING TERMS OF THIS AGREEMENT). NEITHER NEWCO OR CAFEPRESS WARRANTS THAT ANY OF THE
FOREGOING WILL BE UNINTERRUPTED, ERROR FREE OR COMPATIBLE WITH THE REMAINING PARTY’S SYSTEMS; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS OR SALES FEES THAT MAY BE OBTAINED PURSUANT TO THIS AGREEMENT. EACH PARTY SPECIFICALLY DISCLAIMS ALL
WARRANTIES OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. CAFEPRESS SHALL MAKE NO REPRESENTATION, GUARANTEE, OR WARRANTY CONCERNING THE PRODUCTS EXCEPT AS EXPRESSLY
AUTHORIZED IN ADVANCE BY NEWCO IN WRITING. 
 9. Relationship of Parties/Ownership. The parties hereto expressly understand and agree that each party
is an independent contractor in the performance of each and every part of this Agreement. Each party shall be solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith and for any and all
claims, liabilities or damages or debts of any type whatsoever that may arise on account of its activities, or those of its employees or agents, in the performance of this Agreement. The parties do not have the authority, right or ability to bind or
commit the other in any way (including, without limitation, by agreeing to sale of Products) and will not attempt to do so or imply that it may do so. Each party shall indemnify and hold harmless the other from and against any claim, suit or
proceeding brought against by any third party due to any breach of the foregoing, and for any breach of Sections 5 or 6 of this Agreement. 
 10. Term and
Termination. The Term of this Agreement shall commence on the Effective Date and shall continue for two (2) years, unless terminated earlier as provided herein. Either party may terminate this Agreement if the other party: (i) breaches
a material provision of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice; or (ii) becomes insolvent or seeks protection under any bankruptcy or comparable proceeding. Upon termination
or expiration of this Agreement for any reason whatsoever, CafePress (i) shall immediately discontinue any use of the Special Links and Marks of NewCo, (ii) shall immediately discontinue all representations or statements from which it
might be inferred that any relationship exists between the parties, (iii) will cease to promote, solicit or refer orders for Products, (iv) will immediately return to NewCo or destroy all Proprietary Information (as defined below) and any
other information or materials of NewCo in its possession, custody or control in whatever form held (including copies or embodiments thereof relating thereto) upon termination of this Agreement (and provide written certification of such destruction
to NewCo). Notwithstanding the foregoing, Sections 8-12, the right to payments accruing prior to the termination date and the rights and claims of any party against the other for breach of this Agreement shall survive termination or expiration of
this Agreement. 
 11. Confidentiality. During the Term of this Agreement, either party may receive information that is proprietary and confidential
to the other regarding the business and affairs of the other party, including without limitation, the terms of this Agreement (“Confidential Information”). 

Each party shall hold all Confidential Information in confidence (using at least the same measures as it does to protect its own Confidential Information of a
similar nature) and not disclose the Confidential Information to any third party except to the extent permitted by the terms of this Agreement. Each party 

  
 5 








 
shall use the other party’s Confidential Information only in the course of performance of this Agreement and shall have the right to disclose the other party’s Confidential Information
only to its employees, representatives, agents and contractors that need to know it, and only for the purpose of rendering assistance to the party performing its obligations under this Agreement. A disclosing party shall be liable for any breach of
its confidentiality obligations by any such employee, representative, agent or contractor. 
 The following shall not be deemed to be Confidential
Information: (i) information that is or becomes public knowledge or enters the public domain through a source other than the recipient and through no fault of recipient; (ii) information independently developed by or for the recipient;
(iii) information that was known by a party prior to commencement of discussions regarding the subject matter of this Agreement; and (iv) information that is required to be disclosed by applicable law, the laws of a securities market or
exchange or at the direction of a court or governmental body; provided however, that the disclosing party shall use reasonable efforts to give the other party a reasonable opportunity to intervene in order to prevent such disclosure or to obtain a
protective order, and that any Confidential Information disclosed remains subject to the confidentiality obligations set forth in this Section. 
 12.
Liability Limitation. EXCEPT FOR (X) BODILY INJURY OF A PERSON, AND (Y) ANY WILLFUL OR INTENTIONAL BREACH OF THIS AGREEMENT, CAFEPRESS WILL NOT BE LIABLE UNDER ANY SECTION OR SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR (II) FOR ANY AMOUNT IN EXCESS OF THE AGGREGATE AMOUNT OF FEES PAID TO CAFEPRESS BY NEWCO IN THE TWELVE MONTHS
PRIOR TO THE DATE ON WHICH THE CLAIM AROSE. 
  

	13.	[Reserved] 

 14. Miscellaneous. No party hereto may make any press release with respect to this Agreement
without the remaining party’s prior written consent. NewCo may not assign this Agreement nor any right or obligation to any Competitor of CafePress without its prior written consent and any purported transfer or assignment will be void. A
Competitor shall mean any third party listed on Schedule 14 hereto, including any successor to any such third party. Except as otherwise provided herein, either party hereto may assign this Agreement to any successor in connection with a sale or
other disposition of either a majority of its capital stock, or substantially all of its assets or business. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns
of the parties. If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and
enforceable. Except as otherwise expressly provided herein, any provision of this Agreement may be amended and the observance of any provision of this Agreement may be waived (either generally or any particular instance and either retroactively or
prospectively) only with the written consent of both parties. With respect to the Exhibits only, the parties agree that email agreement shall suffice as written consent for the purpose of amending the Exhibits. This Agreement shall be governed by
and construed under the laws of the State of Delaware. This Agreement is the sole agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or discussions between the parties with respect to the
subject matter hereof. 

  
 6 









									
	CAFEPRESS				LOGO SPORTSWEAR INC.
					
	By:		 				By:		 
					
	Name:		 				Name:		 
					
	Title:		 				Title:		 


  
 7 








 EXHIBIT A – MINIMUM WEB REVENUE, MINIMUM QUALIFIED REFERRALS AND MONTHLY THRESHOLD 

  
 8 








 Schedule 14 

Competitors 
 Zazzle 

Spreadshirt 
 CustomInk/Booster.com 

VistaPrint 
 ShutterFly 

  
 9 








 EXHIBIT D 

ASSIGNMENT AND ASSUMPTION AGREEMENT 

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assumption Agreement”) is entered into as of
                , 2015, by and between LOGO SPORTSWEAR INC., a Delaware corporation (“Buyer”) and CAFEPRESS INC., a Delaware corporation (“Seller”).

 W I T N E S S E T H 

WHEREAS, this Assignment and Assumption Agreement is delivered pursuant to Section 4.2 of that certain Asset Purchase Agreement (the
“Agreement”) dated as of February 20, 2015 by and among Seller and Buyer. Unless otherwise specifically defined herein, all terms used herein and defined in the Agreement shall have the meanings assigned to them in the Agreement. 

WHEREAS, pursuant to the Agreement, Seller has agreed to transfer, sell, convey, assign and deliver to Buyer the Assets, as more fully
described in Section 2.1 of the Agreement, but not including the Excluded Assets, as more fully described in Section 2.2 of the Agreement. 

WHEREAS, Buyer has agreed to assume the Assumed Liabilities, as more fully described in Section 2.3 of the Agreement, not including those
Excluded Liabilities, as more fully described in Section 2.4 of the Agreement. 
 NOW, THEREFORE, in consideration of the foregoing
premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows: 
 1. Seller
hereby transfers and assigns to Buyer or one of its Affiliates as designated by Buyer, subject to and pursuant to the terms and conditions of the Agreement, all right, title and interest in and to the Assets. 

2. Buyer hereby accepts the foregoing assignment and transfer of the Assets. 

3. Buyer hereby assumes and agrees to pay, perform, fulfill and discharge promptly when due the Assumed Liabilities. Neither Buyer nor any of its Affiliates
assumes or will otherwise become liable for any of the Excluded Liabilities. 
 4. Nothing contained in this Assumption Agreement shall be deemed to
supersede any of the obligations, agreements, covenants, representations and warranties of Seller, or Buyer contained in the Agreement, and this Assumption Agreement is made and accepted subject to all of the terms, conditions, representations and
warranties set forth in the Agreement, all of which survive execution and delivery of this Assumption Agreement as set forth in the Agreement. 

  
 1 








 5. This Assumption Agreement may be executed in any number of counterparts, each of which when executed by the
parties hereto and delivered shall be deemed to be an original, and all such counterparts taken together shall be deemed to be but one and the same instrument. This Agreement may be executed and delivered by facsimile of .PDF signature, and upon
delivery of such facsimile or .PDF signature will be deemed to have the same effect as if the original signature had been delivered to the other party. 
 6.
This Assumption Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the state of Delaware, excluding that body of law pertaining to conflicts of laws. 

[Remainder of this page is intentionally left blank.] 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have executed this Assignment and
Assumption Agreement as of the date first above written. 
  

			
	 BUYER

	
	 LOGO SPORTSWEAR INC.

		
	 By
		 
		
	 Name
		 
		
	 Title
		 
	
	 CAFEPRESS INC.

		
	 By
		 
		
	 Name
		 
		
	 Title
		 

 SIGNATURE PAGE TO ASSIGNMENT AND
ASSUMPTION AGREEMENT 







 EXHIBIT E 

BILL OF SALE 
 THIS BILL
OF SALE (this “Bill of Sale Agreement”), is entered into as of                 , 2015, by and between LOGO SPORTSWEAR INC., a Delaware corporation
(“Buyer”) and CAFEPRESS INC., a Delaware corporation (“Seller”). 
 W I T N E S S E T H: 

WHEREAS, Seller and Buyer and certain other parties as set forth therein have entered into an Asset Purchase Agreement dated as of
February 20, 2015 (the “Agreement”), pursuant to which Seller has agreed to sell all of the right, title and interest of Seller in and to the Assets (as defined in the Agreement) to Buyer, and Buyer has agreed to acquire the Assets
from Seller, all subject to the terms and conditions provided herein and in the Agreement. 
 NOW, THEREFORE, Buyer and Seller in
consideration of the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

1. Sale of Assets. For good and valuable consideration, Seller hereby sells, conveys, transfers, assigns and delivers to Buyer all of the right, title
and interest of Seller in and to the Assets as more fully described in Section 2.1 of the Agreement, but not including the Excluded Assets, as more fully described in Section 2.2 of the Agreement. 

2. Assignment. This Bill of Sale Agreement may not be assigned by any party hereto without the prior written consent of the other parties; provided,
that Buyer may, without the prior written consent of Seller, assign any or all of its rights or obligations under this Bill of Sale Agreement to any Affiliate of Buyer. Subject to the foregoing, this Bill of Sale Agreement and the provisions hereof
shall be binding upon and inure to the benefit of each of the parties and their successors and assigns. 
 3. Governing Law. This Bill of Sale
Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, as if both parties hereto were resident and doing business in such state, excluding that body of law pertaining to conflicts
of laws. 
 4. Heading; Terms. Any captions to, or headings of, the sections of this Bill of Sale Agreement are solely for the convenience of the
parties hereto, are not a part of this Bill of Sale Agreement, and shall not be used for the interpretation of this Bill of Sale Agreement. Unless otherwise specifically defined herein, all terms used herein and defined in this Bill of Sale
Agreement shall have the meanings assigned to them in the Agreement. 
 5. Counterpart. This Bill of Sale Agreement may be executed in any number of
counterparts, each of which when executed by the parties hereto and delivered shall be deemed to be an original, and all such counterparts taken together shall be deemed to be but one and the same instrument. This Bill of Sale Agreement may be
executed and delivered by facsimile or .PDF signature, and upon delivery of such facsimile signature or .PDF signature will be deemed to have the same effect as if the original signature had been delivered to the other party. 







 IN WITNESS WHEREOF, Buyer and Seller have duly executed this Agreement as of the
date set forth above. 
  

			
	 BUYER

	
	 LOGO SPORTSWEAR INC.

		
	 By
		 
		
	 Name
		 
		
	 Title
		 
	
	 SELLER

	
	 CAFEPRESS INC.

		
	 By
		 
		
	 Name
		 
		
	 Title
		 


 SIGNATURE PAGE TO BILL OF
SALE 







 EXHIBIT F 

IP ASSIGNMENT AGREEMENT 

THIS IP ASSIGNMENT AGREEMENT (the “IP Assignment Agreement”) is entered into as of
                , 2015, and is made by CAFEPRESS INC., a Delaware corporation (“Seller”) located at 6901 A Riverport Drive, Louisville, Kentucky 40258, in
favor of LOGO SPORTSWEAR INC., a Delaware corporation (“Buyer”) located at [address], which is the purchaser of certain assets of Seller pursuant to an Asset Purchase Agreement (the “Agreement”) dated as of February 20, 2015
by and among Seller and Buyer. 
 W I T N E S S E T H 

WHEREAS, this IP Assignment Agreement is delivered pursuant to Section 4.2 of the Agreement, under which Seller has conveyed, transferred
and assigned to Buyer, among other assets, certain intellectual property of Seller, and has agreed to execute and deliver this IP Assignment Agreement for recording with the United States Patent and Trademark Office, the United States Copyright
Office and corresponding entities or agencies in any applicable jurisdictions. Capitalized terms used but not defined in this IP Assignment Agreement shall have the meanings ascribed to them in the Agreement. 

NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, it is agreed as follows: 
 1. Effective as of the Closing, Seller hereby sells, conveys, transfers, assigns, and delivers to Buyer,
its successors, legal representatives and assigns, and Buyer hereby accepts, in each case subject to and pursuant to the terms and conditions of the Agreement, all right, title and interest, in the United States and all countries throughout the
world, free and clear of all Encumbrances, in and to the Intellectual Property Assets, including the following: 
 (a) the patents and patent
applications set forth on Schedule 1 hereto and all issuances, divisions, continuations, reissues, extensions, reexaminations and renewals thereof; 

(b) the trademark registrations and applications set forth on Schedule 2 hereto and all issuances, extensions and renewals thereof, together
with the goodwill of the business connected with the use thereof, and symbolized thereby; 
 (c) the copyright registrations and applications
for registration set forth on Schedule 3 hereto and all issuances, extensions and renewals thereof; and 
 (d) all rights of any kind
whatsoever of Seller accruing under any of the Intellectual Property Assets provided by applicable law of any jurisdiction, by international treaties and conventions and otherwise throughout the world, including any and all rights of recovery based
on past and future infringement of the Intellectual Property Assets. 

  
 1 








 2. Seller hereby authorizes the Commissioner of Patents and the Commissioner for Trademarks of the United States
Patent and Trademark Office, the Register of Copyrights in the United States Copyright Office, and the officials of corresponding entities or agencies in any applicable jurisdictions to record and register this IP Assignment Agreement upon request
by Buyer. 
 3. Nothing contained in this IP Assignment Agreement shall be deemed to supersede any of the obligations, agreements, covenants, representations
and warranties of Seller or Buyer contained in the Agreement, and this IP Assignment Agreement is made and accepted subject to all of the terms, conditions, representations and warranties set forth in the Agreement, all of which survive execution
and delivery of this IP Assignment Agreement as set forth in the Agreement. Nothing contained in this IP Assignment Agreement may be construed as a waiver of any of the rights or remedies of the Seller or Buyer as set forth in, or arising in
connection with, the Agreement or any other instrument or document delivered by the Seller or Buyer pursuant to the Agreement. In the event of any ambiguity or conflict between the terms hereof and the Agreement, the terms of the Agreement shall
govern and control. 
 4. This IP Assignment Agreement may be executed in any number of counterparts, each of which when executed by the parties hereto and
delivered shall be deemed to be an original, and all such counterparts taken together shall be deemed to be but one and the same instrument. This IP Assignment Agreement may be executed and delivered by facsimile of .PDF signature, and upon delivery
of such facsimile or .PDF signature will be deemed to have the same effect as if the original signature had been delivered to the other party. 
 5. This IP
Assignment Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the state of Delaware, excluding that body of law pertaining to conflicts of laws. 

6. Neither this IP Assignment Agreement nor any term hereof may be changed, waived, discharged or terminated other than by an instrument in writing signed by
the parties hereto. No failure to enforce any provision of this IP Assignment Agreement shall be deemed to or shall constitute a waiver of such provision and no waiver of any of the provisions of this IP Assignment Agreement shall be deemed to or
shall constitute a waiver of any other provision hereof nor shall such waiver constitute a continuing waiver. 
 7. Nothing in this IP Assignment Agreement,
express or implied, is intended to or shall (a) confer on any Person other than the parties to this IP Assignment Agreement or the Agreement and their respective permitted successors or assigns any rights (including, without limitation, third
party beneficiary rights), remedies, obligations or liabilities under or by reason of this IP Assignment Agreement or (b) constitute the parties to this IP Assignment Agreement as partners or as participants in a joint venture. Except as
expressly provided by this IP Assignment Agreement, this IP Assignment Agreement shall not provide third parties with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to the
terms of this IP Assignment Agreement. 
 [Signature Page Follows] 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have executed this IP Assignment Agreement as of the date
first above written. 
  

			
	 BUYER

	
	 [                ]

		
	 By
		 
		
	 Name
		 
		
	 Title
		 
	
	 CAFEPRESS INC.

		
	 By
		 
		
	 Name
		 
		
	 Title
		 








 SCHEDULE 1 

PATENTS AND PATENT APPLICATIONS 







 SCHEDULE 2 

TRADEMARK REGISTRATIONS AND APPLICATIONS 







 SCHEDULE 3 

COPYRIGHT REGISTRATIONS AND APPLICATIONS