In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

[EX Q]: Exhibit 10.2

Execution Version

INTELLECTUAL PROPERTY AGREEMENT

This INTELLECTUAL PROPERTY AGREEMENT (this Agreement), dated as of December 31, 2018 (the Effective Date) is entered into by and between Armstrong Flooring, Inc., a Delaware corporation (Seller) and AFI Licensing LLC, a Delaware limited liability company (Licensing and together with Seller, Arizona) and AHF Holding, Inc. (formerly known as Tarzan HoldCo, Inc.), a Delaware corporation (Buyer) and Armstrong Hardwood Flooring Company, a Tennessee corporation (the Company and together with Buyer the Buyer Entities) (each of Arizona on the one hand and the Buyer Entities on the other hand, a Party and collectively, the Parties).

WHEREAS, Seller and Buyer have entered into that certain Stock Purchase Agreement, dated November 14, 2018 (the Stock Purchase Agreement); WHEREAS, pursuant to the Stock Purchase Agreement, Seller has agreed to sell and transfer, and Buyer has agreed to purchase and acquire, all of Seller's right, title and interest in and to Armstrong Wood Products, Inc., a Delaware corporation (AWP) and its Subsidiaries, the Company and HomerWood Hardwood Flooring Company, a Delaware corporation (HHFC, and together with the Company, the Company Subsidiaries and together with AWP, the Company Entities and each a Company Entity) by way of a purchase by Buyer and sale by Seller of the Shares, all upon the terms and condition set forth therein;

WHEREAS, Arizona owns certain Copyrights, Know-How, Patents and Trademarks which may be used in the Company Field, and in connection with the transactions contemplated by the Stock Purchase Agreement the Company desires to acquire all of Arizona's right, title and interest in and to such Intellectual Property used exclusively in the Company Field, and obtain a license from Arizona to use other such Intellectual Property on the terms and subject to the conditions set forth herein;

WHEREAS, Seller is signatory to the Trademark License Agreement pursuant to which Seller obtains a license to the Arizona Licensed Trademarks;

WHEREAS, the Company desires to obtain a sublicense to use the Arizona Licensed Trademarks in the Company Field;

WHEREAS, Arizona has obtained consent from all counterparties to the Trademark License Agreement to grant to the Company the sublicenses to the Arizona Licensed Trademarks included in this Agreement; and

WHEREAS, the Company Entities own certain Copyrights and Know-How which may be used in the Arizona Field, and in connection with the transactions contemplated by the Stock Purchase Agreement, Arizona desires to obtain a license from the Company Entities to use such Intellectual Property on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





1. DEFINITIONS AND INTERPRETATION 1.1 Certain Definitions. As used herein, capitalized terms have the meaning ascribed to them herein, including the following terms have the meanings set forth below. Capitalized terms that are not defined in this Agreement shall have the meaning set forth in the Stock Purchase Agreement. (a) Arizona Assigned Copyrights means all Copyrights, whether registered or unregistered, owned by Licensing or Seller as of the Effective Date and used or held for use exclusively in the Company Field as of November 14, 2018 (the SPA Signing Date) and/or as of the Effective Date. (b) Arizona Assigned Internet Domain Names means the Internet domain names set forth on Schedule 1.1(b) and all other Internet domain names owned by Licensing or Seller as of the Effective Date and used or held for use exclusively in the Company Field as of the SPA Signing Date and/or as of the Effective Date (other than any Internet domain names that include any Arizona Licensed Trademarks). (c) Arizona Assigned IP means the Arizona Assigned Copyrights, Arizona Assigned Internet Domain Names, Arizona Assigned Know- How, Arizona Assigned Patents and Arizona Assigned Trademarks. (d) Arizona Assigned Know-How means all Know-How owned by Licensing or Seller as of the Effective Date and used or held for use exclusively in the Company Field as of the SPA Signing Date and/or as of the Effective Date. (e) Arizona Assigned Patents means the Patents set forth on Schedule 1.1(e) and all other Patents owned by Licensing or Seller and used or held for use exclusively in the Company Field as of the SPA Signing Date and/or as of the Effective Date. (f) Arizona Assigned Trademarks means the Trademarks set forth on Schedule 1.1(f) and all other Trademarks owned by Licensing or Seller as of the Effective Date and used or held for use exclusively in the in the Company Field as of the SPA Signing Date and/or as of the Effective Date (other than, for clarity any Arizona Licensed Trademarks). (g) Arizona Domain Names means the Internet domain names set forth on Schedule 1.1(g). (h) Arizona Field means all activities conducted by Arizona or its Affiliates, other than the Company Field. (i) Arizona Licensed Copyrights means all Copyrights owned by Licensing or Seller or their respective Affiliates, as of the Effective Date and used or held for use in the Company Field during the five (5) years prior to the Effective Date (other than the Arizona Assigned Copyrights). 2

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





(j) Arizona Licensed IP means the Arizona Licensed Copyrights, the Arizona Licensed Know-How, the Arizona Licensed Patents, the Arizona Licensed Trademarks, the Diamond Licensed Trademarks and the Phase-Out Marks. (k) Arizona Licensed Know-How means all Know-How owned by Licensing or Seller or their respective Affiliates, as of the Effective Date and used or held for use in the Company Field during the five (5) years prior to the Effective Date (other than the Arizona Assigned Know- How). (l) Arizona Licensed Patents means the Patents set forth on Schedule 1.1(l) and all other Patents owned by Licensing or Seller or their respective Affiliates as of the Effective Date and used or held for use in the Company Field during the five (5) years prior to the Effective Date (other than the Arizona Assigned Patents). (m) Arizona Licensed Trademarks means the Trademarks set forth on Schedule 1.1(m). (n) Arizona Trademark License Term means the period commencing on the Effective Date and ending twenty-four (24) months thereafter. (o) Company Field means the design, development, manufacture, marketing, promotion, advertising, sourcing, distribution and sale of solid hardwood and engineered wood flooring products by or for any Company Entity. (p) Company Licensed Copyrights means all Copyrights and registrations and applications for any of the foregoing owned by any Company Entity as of the Effective Date and used or held for use in the Arizona Field as of the Effective Date. (q) Company Licensed IP means the Company Licensed Copyrights, the Company Licensed Know-How and the Company Licensed Patents. (r) Company Licensed Know-How means all Know-How owned by any Company Entity as of the Effective Date and used or held for use in the Arizona Field as of the Effective Date. (s) Company Licensed Patents means the Patents set forth on Schedule 1.1(s). (t) Copyrights means copyrights (whether registered or unregistered) including applications for copyright (excluding, for clarity, Trademarks). (u) Diamond Licensed Trademarks means the Trademarks set forth on Schedule 1.1(u). (v) Diamond Product means the design, development, manufacture, marketing, promotion, advertising, sourcing, distribution and sale of the solid hardwood flooring product by any Company Entity as conducted under the Diamond Licensed Trademarks by any Company Entity prior to the Effective Date 3

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





(including the composition of coating used with respect to such solid hardwood flooring product). (w) Diamond Trademark License Term means the period commencing on the Effective Date and ending eighteen (18) months thereafter. (x) Know-How means trade secrets, and other confidential and proprietary information, inventions, processes, formulas and methodologies. (y) Licensed IP means the Arizona Licensed IP and the Company Licensed IP. (z) Licensed Copyrights means the Arizona Licensed Copyrights and the Company Licensed Copyrights. (aa) Licensed Know-How means the Arizona Licensed Know-How and the Company Licensed Know-How. (bb) Licensed Trademarks means the Arizona Licensed Trademarks, the Diamond Licensed Trademarks and the Phase-Out Marks. (cc) Patents means patent rights, including patents, patent applications, and all related continuations, continuations-in-part, divisionals, renewals, reissues, re-examinations, substitutions, and extensions thereof, and applications for any of the foregoing. (dd) Proceeding means any proceeding, claim, suit or action arising out of, or in connection with, this Agreement or its subject matter (including its validity, formation at issue, effect, interpretation, performance or termination), howsoever arising. (ee) Seller Licensed Trademarks means the Arizona Licensed Trademarks and the Diamond Licensed Trademarks. (ff) Third Party means any Person other than Arizona, the Company, and their respective Affiliates. (gg) Trademarks means any trademarks, service marks, trade names, trade dress, and other similar designations of source or origin, and registrations and applications for any of the foregoing. (hh) Trademark License Agreement means the Trademark License Agreement by and between Armstrong World Industries, Inc., AWI Licensing LLC and Armstrong Flooring, Inc, dated as of April 1, 2016 and attached hereto as Exhibit A. 4

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





1.2 Interpretation. Section 10.5 and 10.14 of the Stock Purchase Agreement shall apply hereto, mutatis mutandis. 1.3 Company Actions. In respect of any action herein required to be undertaken by any of the Company Entities, or to be omitted by any of the Company Entities, the Buyer Entities shall cause the applicable Company Entity to so undertake or omit to undertake, as applicable, such action. 2. ASSIGNMENT OF ARIZONA ASSIGNED IP 2.1 Assignment. Arizona agrees to assign and hereby assigns its entire right, title and interest in and to the Arizona Assigned IP to the Company. 2.2 Recordation of Assignment. Arizona will reasonably cooperate with the Company to obtain, record, and perfect title to, and provide all necessary evidence of the Company's ownership of, the Arizona Assigned IP, including the execution of (i) a Patent Assignment in the form of the attached Exhibit B, and (ii) a Trademark Assignment in the form of the attached Exhibit C. 3. GRANT OF COPYRIGHT LICENSE 3.1 Arizona Copyright Grant. Subject to the terms and conditions of this Agreement, Arizona hereby grants to the Company a perpetual, non- exclusive, royalty-free license in, to and under the Arizona Licensed Copyrights for use in the Company Field throughout the world. 3.2 Company Copyright Grant. Subject to the terms and conditions of this Agreement, the Company hereby grants to Seller a perpetual, non- exclusive, royalty-free license in, to and under the Company Licensed Copyrights for use in the Arizona Field throughout the world. 4. GRANT OF KNOW-HOW LICENSE 4.1 Arizona Know-How Grant. Subject to the terms and conditions of this Agreement, Arizona hereby grants to the Company a perpetual, non- exclusive, royalty-free license in, to and under the Arizona Licensed Know-How for use in the Company Field throughout the world. 4.2 Company Know-How Grant. Subject to the terms and conditions of this Agreement, the Company hereby grants to Seller a perpetual, non- exclusive, royalty-free license in, to and under the Company Licensed Know-How for use in the Arizona Field throughout the world. 5. GRANT OF PATENT LICENSE 5.1 Arizona Patent Grant. Subject to the terms and conditions of this Agreement, Arizona hereby grants to the Company a perpetual, non-exclusive, royalty-free license in, to and under the Arizona Licensed Patents for use in the Company Field throughout the world. 5

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





5.2 Company Patent Grant. Subject to the terms and conditions of this Agreement, the Company hereby grants to Seller a perpetual, non-exclusive, royalty-free license in, to and under the Company Licensed Patents for use in the Arizona Field throughout the world. 6. GRANT OF TRADEMARK LICENSE 6.1 Arizona Licensed Trademark Grant. Subject to the terms and conditions of this Agreement, Arizona hereby grants to the Company a limited, non- exclusive, royalty-free, non-sublicensable (except as set forth in Section 7.1), non-assignable license in, to and under the Arizona Licensed Trademarks for the Arizona Trademark License Term for use in the Company Field throughout the world only in the form and manner that such Arizona Licensed Trademarks are used in the Business as of the Closing, provided that the Company shall use commercially reasonable efforts to present the Arizona Licensed Trademarks in the form set forth on Schedule 6.1. 6.2 Diamond Licensed Trademark Grant. Subject to the terms and conditions of this Agreement, Arizona hereby grants to the Company a limited, non- exclusive, royalty-free, non-sublicensable (except as set forth in Section 7.1), non-assignable (except as set forth in Section 13.2) license in, to and under the Diamond Licensed Trademarks for the Diamond Trademark License Term for use with respect to the Diamond Product throughout the world only in the form and manner set forth on Schedule 6.2. 6.3 Quality Control. The Buyer Entities acknowledge the importance of Arizona's exercise of quality control over the use of the Seller Licensed Trademarks to preserve the continued integrity and validity of the Seller Licensed Trademarks and to protect the value and goodwill associated with the Seller Licensed Trademarks, and accordingly: (a) The Company shall ensure that all goods and services provided by the Company, under or in association with any of the Seller Licensed Trademarks, shall (i) be substantially the same as or greater than the quality of goods and services provided under such Seller Licensed Trademarks immediately prior to the Effective Date and (ii) not be associated with any goods or services, including any activities, that are reasonably likely to have an adverse effect on (A) the image or reputation of any of the Seller Licensed Trademarks or (B) Seller's right, title or interest in and to, any of the Arizona Licensed Trademarks. (b) The Company shall not tarnish or bring into disrepute the reputation of or goodwill associated with the Seller Licensed Trademarks or Arizona. (c) The Company shall use the Seller Licensed Trademarks at all times in compliance with all applicable Laws. (d) The Company shall include trademark and other notices in connection with the use of the Seller Licensed Trademarks as reasonably requested by Arizona from time to time. 6

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





(e) The Company shall upon Arizona's reasonable request from time to time, supply to Arizona representative samples and/or written descriptions, as appropriate, of uses made by the Company of the Seller Licensed Trademarks. (f) The Buyer Entities acknowledge that this license grant does not include, and the Company shall receive no rights under this Agreement or the Stock Purchase Agreement, to use any Trademark that is confusingly similar to or derivative of a Seller Licensed Trademark (other than the Seller Licensed Trademarks themselves as expressly authorized hereunder). 6.4 Trademark License Agreement. In addition to the obligations set forth in Section 6.3, and notwithstanding any other provision of this Agreement, the Company shall comply with all obligations applicable to Arizona and its Affiliates under the Trademark License Agreement including, for the avoidance of doubt, any obligations with respect to reporting Complaints (as defined in the Trademark License Agreement), which reports the Company shall provide to Arizona, and quality control and standards, and Licensor Competitors (as defined in the Trademark License Agreement), and neither Party shall undertake any act that would constitute a breach or a basis for termination under the Trademark License Agreement. 6.5 Trade Names. The Company shall not create or use any corporate or trade names that include the Arizona Licensed Trademarks, other than those in existence immediately prior to the Effective Date. No later than thirty (30) days following the Closing, each of AWP and the Company shall change its respective corporate name and trade name and cause its organizational documents to be amended to remove any reference to Armstrong. 6.6 With respect to any Trademarks notified to the Company in writing after the Effective Date that are used as of the Effective Date in the Company Field and are not (i) owned by any Company Entity, (ii) Arizona Assigned Trademarks, or (iii) Seller Licensed Trademarks (the Phase-Out Marks) in each case (i)-(iii) the Company shall have a period of twenty-four (24) months from the date of notification to phase out all use. Any use by the Company of any of the Phase-Out Marks as permitted in this Section 6.6, is subject to its use of the Phase-Out Marks in a form and manner and with standards of quality consistent with that in effect for the Phase-Out Marks as of the Effective Date. 6.7 Domain Names. Subject to the terms and conditions of this Agreement, the license set forth in Section 6.1 shall include the right of the Company to use the Arizona Domain Names solely in connection with the applicable Arizona Licensed Trademarks in the Company Field during the Arizona Trademark License Term, in the ordinary course of business in a manner generally consistent with the past practice of Arizona in the Company Field. The Company shall not have the right to register any domain name or social media addresses (or any similar or successor identifiers) containing Arizona Licensed Trademarks. 7

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





7. INTELLECTUAL PROPERTY RIGHTS 7.1 Sublicenses. Arizona may sublicense the licenses granted herein to its Affiliates and Third Parties in the ordinary course of business in support of its and its Affiliates' business, but not for the independent use of Third Parties, and the Company may sublicense the licenses granted herein to Third Parties, its Subsidiaries, AWP, controlled Affiliates, or any holding company that is a direct or indirect parent of the Company in the ordinary course of business in support of its and its Subsidiaries' or controlled Affiliates' business, but not for the independent use of Third Parties (each such Affiliate, Third Party, AWP or Subsidiary, a Sublicensee). Each Party shall ensure that any sublicense that it grants to a Sublicensee does not conflict with this Agreement. For clarity, granting a sublicense shall not relieve the Parties of any obligations hereunder and each Party shall cause each of its Sublicensees to comply, and shall remain responsible for such Sublicensees' compliance, with all terms and conditions hereof applicable to the Parties. At the request of a licensing Party, the other Party shall provide to the licensing Party a list of all Sublicensees and otherwise reasonably cooperate with the licensing Party in connection with Sublicensees' compliance with this Agreement. 7.2 Reservation of Rights. Except as expressly provided in the Stock Purchase Agreement or herein, each Party reserves its and its Affiliates' rights in and to all Intellectual Property (including with respect to the use, registration and licensing thereof). 8. OWNERSHIP 8.1 Ownership of Arizona Licensed IP. The Buyer Entities acknowledge and agree that (a) Arizona and its Affiliates own the Arizona Licensed IP (other than the Arizona Licensed Trademarks), (b) AWI Licensing LLC owns the Arizona Licensed Trademarks, (b) neither the Company, nor its Affiliates or its Sublicensees, will acquire any ownership rights in the Arizona Licensed IP, and (c) the Company shall not represent or make any claim that it has an ownership interest in any Arizona Licensed IP. Without limitation to the foregoing, the Company shall not file applications to register any Arizona Licensed IP or assist any person in doing the same, or contest, challenge, or otherwise take any action adverse to Arizona's and its Affiliates' ownership of or rights in and to the Arizona Licensed IP, or assist any person in doing the same. 8.2 Ownership of Company Licensed IP. Arizona acknowledges and agrees that (a) the Company and its Affiliates own the Company Licensed IP, (b) neither Arizona, nor its Affiliates or its Sublicensees, will acquire any ownership rights in the Company Licensed IP, and (c) Arizona shall not represent or make any claim that it has an ownership interest in any Company Licensed IP. Without limitation to the foregoing, Arizona shall not file applications to register any Company Licensed IP or assist any person in doing the same, or contest, challenge, or otherwise take any action adverse to the Company's and its Affiliates' ownership of or rights in and to the Company Licensed IP, or assist any person in doing the same. 8

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





9. PROSECUTION, MAINTENANCE AND ENFORCEMENT 9.1 Responsibility and Cooperation. As between the Parties, Arizona, with respect to the Arizona Licensed IP, and the Buyer Entities, with respect to the Company Licensed IP, shall have the right (but not the obligation) for filing, prosecuting, and maintaining all Arizona Licensed IP and Company Licensed IP, respectively, in the licensing Party's name. For the avoidance of doubt, in case either such Party files any new Intellectual Property registration to the extent covering the Licensed IP, such new Intellectual Property registration shall automatically become Licensed IP. However, and for the further avoidance of doubt, the aforementioned shall not apply to new Intellectual Property created by a licensee Party or its Sublicensees separately and independently from the Licensed IP, for example in case of separate and independent technical enhancements or advancements. The Parties shall reasonably consult and coordinate with each other at the other Party's request with respect to the matters set forth in this Section 9.1. 9.2 No Additional Obligations. This Agreement shall not obligate either Party to disclose to the other Party, or maintain, register, prosecute, pay for, enforce, or otherwise manage any Intellectual Property except as expressly set forth herein. 9.3 Enforcement. As between the Parties, Arizona, with respect to the Arizona Licensed IP, and the Company or Buyer, with respect to the Company Licensed IP, shall have the right (but not the obligation) to elect to bring a Proceeding or enter into settlement discussions regarding, or otherwise seek to resolve, any infringement, misappropriation, or other violation, or allegations of invalidity or unenforceability, of the Licensed IP. In the event that Arizona declines to institute any Proceedings against third-party infringers or violators of any Arizona Licensed Patents, regarding activities that would fall within the Company Field if conducted by the Company, within forty-five (45) days after being notified or becoming aware of such infringing conduct, the Company or Buyer shall have the right to institute any Proceedings against such third-party infringers or violators. In the event that the Company or Buyer elects to institute such Proceedings, Arizona will reasonably cooperate with the Company or Buyer in such Proceedings, and the Company or Buyer shall reimburse Arizona for all reasonable costs and fees incurred by Arizona as a result of such cooperation. Such cooperation by Arizona will include joining such Proceeding as a party, if deemed necessary by the Company or Buyer. In the event that Arizona elects to bring a Proceeding against any alleged infringer of the Arizona Licensed Trademarks and seeks the cooperation of the Licensor of the Trademark License Agreement in such Proceeding, Arizona will take reasonable steps to assist the Company or Buyer in requesting the cooperation of the Licensor of the Trademark License Agreement, and pursuing an infringement claim against such alleged infringer. The Company or Buyer, as applicable, shall retain all benefits, recoveries, injunctions or other value derived from such Proceedings instituted by such Party. 10. INDEMNIFICATION 10.1 Indemnification. Each Party (the Indemnifying Party) agrees to indemnify, defend and hold harmless the other Party and its Affiliates and their respective employees, 9

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





directors, officers, agents and successors (collectively, the Indemnified Parties) from and against any and all losses (including all costs, liabilities (including present and future damages), claims and expenses) incurred or suffered by any of the Indemnified Parties, to the extent arising out of, relating to or resulting from (a) a breach by the Indemnifying Party of this Agreement; or (b) any gross negligence or willful misconduct of the Indemnifying Party in connection with this Agreement. 11. DISCLAIMERS 11.1 Disclaimer. Each Party hereby acknowledges that, except to the extent expressly set forth in this Agreement, the Stock Purchase Agreement, the Transition Services Agreement or the Confidentiality Agreement, neither Party nor any of its Affiliates has made any representation or warranty, expressed or implied, including any representation or warranty regarding the validity, enforceability, or scope of the Licensed IP, noninfringement, merchantability or fitness for a particular purpose. 12. TERM 12.1 Term and Termination. (a) Unless earlier terminated pursuant to the provisions hereof, the term of this Agreement and the licenses and other grants of rights (and related obligations) under this Agreement shall (i) with respect to the Arizona Licensed Trademarks, be for the Arizona Trademark License Term, (ii) with respect to the Diamond Licensed Trademarks, be for the Diamond Trademark License Term, (iii) with respect to the Phase- Out Marks, be for the term set forth in Section 6.6, and (iv) with respect to Copyrights, Know-How and Patents, be in perpetuity. (b) Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to remedy such breach within thirty (30) days' written notice thereof; provided, however, that if the material breach of this Agreement by the breaching Party is limited to the Licensed Copyrights, Licensed Know-How, the Arizona Licensed Patents, or the Licensed Trademarks, the non-breaching Party shall be entitled to termination solely with respect to the affected part of the license (i.e., in such case, the non-breaching Party may terminate this Agreement with respect to the Licensed Copyrights or the Licensed Know-How or the Arizona Licensed Patents or the Licensed Trademarks, as applicable). 12.2 Effect of Termination. (a) Effect of Termination. Upon termination of this Agreement, each licensee Party shall and shall cause all of its Sublicensees to cease all use of the Licensed IP that is subject to such termination (excluding for clarity (a) any Arizona Licensed Patents, Licensed Copyrights or Licensed Trademarks that are expired, invalid or abandoned or (b) any Licensed Know-How that no longer constitutes confidential information). 10

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





(b) Survival. The following provisions of this Agreement, together with all other provisions of this Agreement that expressly specify that they survive, shall survive expiration or termination of this Agreement, in part or in its entirety: Sections 8, 10, 11, 12.2(a) and 13. 13. MISCELLANEOUS 13.1 Entire Agreement. This Agreement (together with the Schedules attached hereto), the Stock Purchase Agreement, the Transition Services Agreement and the Confidentiality Agreement constitute the entire agreement of the Parties hereto and supersede all prior negotiations, correspondence, agreements and undertakings, both written and oral, between or among the Parties, or any of them, with respect to the subject matter hereof. It shall be expressly understood that the Stock Purchase Agreement shall govern the transactions contemplated thereby as a whole and that this Agreement shall not be construed as an amendment or variation of the Stock Purchase Agreement but rather shall be complemented by and interpreted in light of the Stock Purchase Agreement. In the event that any provision of this Agreement is inconsistent with, conflicts with or contradicts any term of the Stock Purchase Agreement, the terms of the Stock Purchase Agreement will prevail. 13.2 Assignment. Except as otherwise provided in this Agreement, including under Section 7.1, neither this Agreement nor any of the rights, interests or obligations of any Party under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise, by either Party without the prior written consent of the other Party; provided, however, that (a) either Party may assign any of the foregoing in connection with the sale or other transfer of the applicable business or assets of such Party or its Affiliates to which this Agreement relates (except that neither of the Buyer Entities may assign any such rights, interests or obligations with respect to the Arizona Licensed Trademarks); (b) Arizona may assign any of the foregoing to one or more of its Affiliates and (c) the Company and Buyer may assign any of the foregoing to one or more of its Subsidiaries, controlled Affiliates, AWP, or any holding company that is a direct or indirect parent of the Company; provided that in each case (b) and (c), no assignment shall relieve the assigning Party of any of its obligations under this Agreement unless agreed to by the non-assigning Party. Any assignment or other disposition in violation of the preceding sentence shall be void. 13.3 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given (i) on the date delivered, if delivered personally, (ii) on the third (3rd) Business Day after being mailed by registered or certified mail (postage prepaid, return receipt requested), or (iii) on the next Business Day after being sent by reputable overnight courier (delivery prepaid), in each case, to the parties at the following addresses, or on the date sent and confirmed by electronic transmission or confirmatory return email to the telecopier number or email address specified below (or at such other address, telecopier number or email address for a Party as shall be specified by notice given in accordance with this Section 13.3):

(a) If to Buyer: 11

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





c/o American Industrial Partners 450 Lexington Avenue, 40th Floor Attention: General Counsel and Richard Hoffman Email: notices@americanindustrial.com richard@americanindustrial.com

with a copy to:

Baker Botts L.L.P. 1299 Pennsylvania Avenue, NW Washington, D.C. 20004 Attention: Terrance L. Bessey Brendan O. Dignan Email: terrance.bessey@bakerbotts.com brendan.dignan@bakerbotts.com

(b) If to Arizona:

Armstrong Flooring, Inc. 2500 Columbia Avenue, PO Box 3025 Lancaster, PA 17604 Attention: Christopher S. Parisi Email: csparisi@armstrongflooring.com

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY 10036 Attention: Eric L. Cochran Steven J. Daniels Email: eric.cochran@skadden.com steven.daniels@skadden.com 13.4 Specific Performance. Each Party hereto acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this Agreement by such Party and that any such breach would cause Arizona, on the one hand, and the Buyer Entities, on the other hand, irreparable harm. Accordingly, each Party hereto also agrees that, in the event of any breach or threatened breach of the provisions of this Agreement by such Party, Arizona, on the one hand, and the Buyer Entities, on the other hand, shall be entitled to equitable relief without the requirement of posting a bond or other security, including in the form of injunctions and orders for specific performance. Any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. Arizona, on the one hand, and Buyer Entities, on the other hand, hereby agree not to raise any objections to the availability of the equitable remedy of specific 12

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





performance to prevent or restrain breaches or threatened breaches of this Agreement by the Buyer Entities or Arizona, as applicable, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the Buyer Entities or Arizona, as applicable, under this Agreement. 13.5 Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by the laws of the State of Delaware, its rules of conflict of laws notwithstanding. Each Party hereby agrees and consents to be subject to the jurisdiction of the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any state or federal court having jurisdiction over the matter situated in New Castle County, Delaware, in any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby. Each Party hereby irrevocably consents to the service of any and all process in any such Action by the delivery of such process to such Party at the address and in the manner provided in Section 13.3 hereof. Each of the Parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any state or federal court having jurisdiction over the matter situated in New Castle County, Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.5(b). 13

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





13.6 Severability. If any term or other provision of this Agreement, or any portion thereof, is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement, or the remaining portion thereof, shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any such term or other provision, or any portion thereof, is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are consummated to the fullest extent possible. 13.7 Counterparts. This Agreement may be executed in any number of counterparts, including by means of email in portable document format (.pdf), each of which when executed shall be deemed to be an original copy of this Agreement and all of which taken together shall constitute one and the same agreement.

[Remainder of page intentionally left blank] 14

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above. ARMSTRONG FLOORING, INC.

By: /s/ Donald R. Maier Name: Donald R. Maier Title: President and Chief Executive Officer

AFI LICENSING LLC

By: /s/ Christina Geerlof Name: Christina Geerlof Title: President

AHF HOLDING, INC. (formerly known as Tarzan Holdco, Inc.)

By: /s/ Stanley Edme Name: Stanley Edme Title: Vice President

ARMSTRONG HARDWOOD FLOORING COMPANY

By: /s/ Jason Braeglemann Name: Jason Braegelmann Title: Vice President [Signature Page to IP Agreement]

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 1.1(b) - Arizona Assigned Internet Domain Names Domain Name Expiration date Owner amish-handscraped.com 13-Apr-2019 Armstrong Flooring, Inc. (AFI) amishhandscraped.com 13-Apr-2019 AFI bruce.adult 28-Apr-2019 AFI bruce.biz 26-Mar-2019 AFI bruce.com 21-Jan-2019 AFI bruce.dpml.pub 29-Oct-2019 AFI bruce.dpmlblock 29-Oct-2019 AFI bruce.info 10-Aug-2019 AFI bruce.porn 28-Apr-2019 AFI bruce.xxx 01-Dec-2021 AFI brucebuilder.com 02-Mar-2019 AFI brucecontractor.com 02-Mar-2019 AFI brucedealer.com 02-Mar-2019 AFI brucedistributor.com 02-Mar-2019 AFI brucefloors.com 04-Aug-2019 AFI brucehardwoodfloors.com 11-Apr-2019 AFI brucehome.com 02-Mar-2019 AFI brucelaminate.com 30-Dec-2018 AFI bruceremodeler.com 02-Mar-2019 AFI bruceretailer.com 02-Mar-2019 AFI brucesucks.com 25-Oct-2018 AFI brucesucks.info 22-Sep-2019 AFI capellaflooringcompany.com 12-Nov-2018 AFI capellafloors.com 27-Oct-2018 AFI forestglenhardwood.com 13-Sep-2019 AFI handscraped-hardwood.com 13-Apr-2019 AFI handscrapedhardwoodflooring.com 13-Sep-2019 AFI handscrapedwoodfloor.com 05-Sep-2019 AFI handscrapehardwoodfloor.com 05-Sep-2019 AFI handscrapehardwoodflooring.com 05-Sep-2019 AFI handscrapehardwoodfloors.com 05-Sep-2019 AFI handscrapewoodfloor.com 05-Sep-2019 AFI handscrapewoodflooring.com 05-Sep-2019 AFI handscrapewoodfloors.com 05-Sep-2019 AFI hardwood-flooring.asia 26-Mar-2019 AFI hartco.biz 18-Nov-2018 AFI hartco.info 10-Aug-2019 AFI hartcodistributor.com 02-Mar-2019 AFI hartcoflooring.com 24-May-2019 AFI

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Domain Name Expiration date Owner hartcoflooringcompany.com 18-Jun-2019 AFI hartcohome.com 02-Mar-2019 AFI homerwood.com 14-Sep-2019 AFI lifetimeluxuryhardwood.com 14-Jun-2019 AFI lockandfold.com 20-Nov-2018 AFI luxuryhardwood.com 20-Dec-2018 AFI mybruce.com 25-Jul-2019 AFI mybruce.net 25-Jul-2019 AFI myhartco.com 25-Jul-2019 AFI myhartco.net 25-Jul-2019 AFI myrobbins.com 25-Jul-2019 AFI myrobbins.net 25-Jul-2019 AFI powerofparagon.com 15-Jun-2019 AFI premium-hardwood.com 13-Apr-2019 AFI robbins-home.com 02-Mar-2019 AFI robbins.biz 26-Mar-2019 AFI robbins.com 13-Sep-2019 AFI robbins.info 10-Aug-2019 AFI robbinsflooring.com 21-Nov-2018 AFI robbinsflooring.info 22-Sep-2019 AFI robbinsfloors.com 14-Sep-2019 AFI robbinsfloors.net 17-Apr-2019 AFI robbinshardwoodflooring.com 26-Sep-2019 AFI robbinshighperformance.com 18-Oct-2018 AFI smokedhardwood.com 30-Apr-2019 AFI smokedhardwoodfloor.com 30-Apr-2019 AFI smokedhardwoodflooring.com 30-Apr-2019 AFI smokedhardwoodfloors.com 30-Apr-2019 AFI softscrapedhardwoodfloor.com 05-Sep-2019 AFI softscrapedhardwoodflooring.com 05-Sep-2019 AFI softscrapedhardwoodfloors.com 05-Sep-2019 AFI softscrapedwoodfloor.com 05-Sep-2019 AFI softscrapedwoodflooring.com 05-Sep-2019 AFI softscrapedwoodfloors.com 05-Sep-2019 AFI softscrapehardwoodfloor.com 05-Sep-2019 AFI softscrapehardwoodflooring.com 05-Sep-2019 AFI softscrapehardwoodfloors.com 05-Sep-2019 AFI softscrapewoodfloor.com 05-Sep-2019 AFI softscrapewoodflooring.com 05-Sep-2019 AFI softscrapewoodfloors.com 05-Sep-2019 AFI

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Domain Name Expiration date Owner tmortan.com 07-Sep-2019 AFI tmorten.com 07-Sep-2019 AFI tmortin.com 07-Sep-2019 AFI tmorton-flooring.com 17-Mar-2019 AFI tmorton-floors.com 17-Mar-2019 AFI tmorton-hardwood-flooring.com 17-Mar-2019 AFI tmorton-hardwood-floors.com 17-Mar-2019 AFI tmorton-hardwood.com 17-Mar-2019 AFI tmorton-wood-flooring.com 17-Mar-2019 AFI tmorton-wood-floors.com 17-Mar-2019 AFI tmorton.asia 20-Mar-2019 AFI tmorton.com 17-Mar-2019 AFI tmorton.org 17-Mar-2019 AFI tmortonandco.com 17-Mar-2019 AFI tmortonco.com 17-Mar-2019 AFI wwwbruce.com 01-Mar-2019 AFI wwwhartco.com 17-Jan-2019 AFI wwwrobbins.com 17-Jan-2019 AFI

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 1.1(e) - Arizona Assigned Patents

Country App. Status App. Number Filing Date Patent Number Issue Date US Granted 10/459,977 12-Jun-03 7381474 3-Jun-08 AU Granted 2004304906 22-Nov-04 2004304906 28-Oct-10 CN Granted 200480039516 22-Nov-04 ZL200480039516.1 2-Jan-13 DE Granted 6020040309575 22-Nov-04 1944158 11-Feb-17 EP Granted 8007063.4 22-Nov-04 1944158 5-Jan-11 FR Granted 8007063.4 22-Nov-04 1944158 5-Jan-11 GB Granted 8007063.4 22-Nov-04 1944158 5-Jan-11 US Granted 10/727,749 4-Dec-03 7,261,947 28-Aug-07 US Granted 11/901,361 17-Sep-07 8,287,971 16-Oct-12 US Granted 13/611,028 12-Sep-12 8,399,075 19-Mar-13 US Granted 12/825,448 29-Jun-10 8801505 12-Aug-14 US Granted 14/458,103 12-Aug-14 10,072,427 11-Sep-18 AU Granted 2014240948 28-Mar-14 2014240948 20-Oct-16 EP Published 14722915.7 28-Mar-14 AU Granted 2013246000 10-Apr-13 2013246000 26-Nov-15 CA Granted 2,869,667 10-Apr-13 2869667 19-Dec-17 CN Granted 201380018751 10-Apr-13 2512525 9-Jun-17 EP Published 13718698.7 10-Apr-13 US Granted 13/442,960 10-Apr-13 9434087 6-Sep-16 AU Granted 2013246002 10-Apr-13 2013246002 17-Dec-15 CA Granted 2,869,752 10-Apr-13 2869752 3-Jan-17 CN Granted 201380018754 10-Apr-13 104245258 3-May-17 US Granted 13/442,966 10-Apr-12 9,108,335 18-Aug-15 CN Granted 201410046641 10-Feb-14 103978829 12-Apr-17 EP Granted 14154551.7 10-Feb-14 EP2764965 21-Sep-16 US Granted 14/176,299 10-Feb-14 9701040 11-Jul-17 AU Granted 2014240951 28-Mar-14 2014240951 30-Jun-16 AU Granted 2013270463 10-Dec-13 2013270463 26-Nov-15 CN Granted 201310674310 11-Dec-13 103866947 4-Jan-17 AU Granted 2014274549 10-Dec-14 2014274549 15-Oct-15 CA Granted 2,873,571 8-Dec-14 2873571 27-Mar-18 CN Published 201407560485 10-Dec-14 AU Pending 2016287834 5-Jul-16 CN Published 2016800338922 5-Jul-16

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Country App. Status App. Number Filing Date Patent Number Issue Date EP Published 16818951.2 5-Jul-16 TW Published 20160120286 28-Jun-16 WO Published PCT/US16/40942 5-Jul-16 CN Published 201510954585 17-Dec-15 EP Published 15201544.2 21-Dec-15 US Published 14/970,662 16-Dec-15 AU Pending 2016380976 20-Dec-16 CN Published 20168078711 20-Dec-16 EP Pending 16882368 20-Dec-16 US Published 14/980,263 28-Dec-15 WO Published PCT/US2016/067690 20-Dec-16 AU Pending 2016380975 20-Dec-16 CN Published 201680078712 20-Dec-16 EP Pending 16882368 20-Dec-16 US Published 14/980,313 28-Dec-15 WO Published PCT/US2016/067688 20-Dec-16 WO Published PCT/US2017/055068 5-Oct-17 US Published 15902327 22-Feb-18 WO Published PCT/US18/19186 22-Feb-18 US Granted 09/478,016 5-Jan-00 6164351 26-Dec-00 US Granted 11/390,679 28-Mar-06 7537841 26-May-09 US Granted 09/175,661 20-Oct-98 6148884 21-Nov-00 US Granted 09/303,176 30-Apr-99 6156402 5-Dec-00 US Granted 09/241,878 2-Feb-99 6194078 27-Feb-01 US Pending 62/611953 29-Dec-17 US Expired 62/404,413 5-Oct-16 US Expired 62/462,609 23/Feb-17 US Abandoned 09/903,549 13-Jul-01 US Abandoned 14/828,598 18-Aug-15 US Expired 62/187,925 2-Jul-15 US Granted 12/425,560 17-Apr-09 8,357,752 22-Jan-13 US Granted 13/741,770 15-Jan-13 8,617,654 31-Dec-13 AU Granted 2014274559 10-Dec-14 2014274559 24-Mar-16 EP Published 14199378.2 19-Dec-14 CN Published 2015109813242 23-Dec-15 EP Published 15202406.3 23-Dec-15 US Granted 14/580,347 23-Dec-14 9,567,755 14-Feb-17

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Country App. Status App. Number Filing Date Patent Number Issue Date US Pending 15/724,391 5-Oct-17

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 1.1(f) - Arizona Assigned Trademarks

Country Trademark Status App. Number App. Date Reg. Number Reg. Date US AMERICAN SCRAPE Registered 85616030 3-May-12 4481771 11-Feb-14

CA ARTISAN COLLECTIVE Pending 1817435 10-Jan-17

US ARTISAN COLLECTIVE CLTM

CA ARTISTIC TIMBERS Registered 1670991 2-Apr-14 TMA967273 31-Mar-17

US ARTISTIC TIMBERS CLTM

US BIRCH RUN Registered 85/931,142 14-May-13 4,524,637 6-May-14

CA BIRCH RUN Registered 1,636,822 25-Jul-13 TMA905398 4-Jun-15

US BRISTOL TRAIL Registered 86919986 25-Feb-16 5423957 13-Mar-18

CA BRISTOL TRAIL Published 1769733 26-Feb-16

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Country Trademark Status App. Number App. Date Reg. Number Reg. Date US BRUSHED IMPRESSIONS Registered 86906683 12-Feb-16 5183009 11-Apr-17

CA BRUSHED IMPRESSIONS Published 1768050 16-Feb-16

CA CAPELLA Published 1789784 4-Jul-16

US DUNDEE Registered 86274578 7-May-14 4649247 2-Dec-14

US EVERGUARD Registered 86084365 7-Oct-13 4654066 9-Dec-14

US FARMINGTON Registered 86920079 25-Feb-16 5423958 13-Mar-18

CA FARMINGTON Published 1769729 26-Feb-16

US FOREST GLEN Registered 86084354 7-Oct-13 4633917 4-Nov-14

CA FOREST GLEN Registered 1769732 26-Feb-16 961263 27-Jan-17

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Country Trademark Status App. Number App. Date Reg. Number Reg. Date CA FORGED HERITAGE Published 1,752,076 26-Oct-15

CA Hydropel Pending 1917541 30-Aug-18

US Hydropel Pending 88148020 9-Oct-18

US LOCK&FOLD Registered 76656450 13-Mar-06 3200208 23-Jan-07

US MIDTOWN Registered 85736605 24-Sep-12 4401628 10-Sep-13

US MILLWORK SQUARE Registered 86906649 12-Feb-16 5183008 11-Apr-17

CA MILLWORK SQUARE Published 1768051 16-Feb-16

CA ORIGINAL RUSTICS Published 1791791 18-Jul-16

US ORIGINAL RUSTICS CLTM

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Country Trademark Status App. Number App. Date Reg. Number Reg. Date US PARAGON CLTM

CA PARAGON CLTM

US PRIME HARVEST Registered 86/285,289 19-May-14 4,742,207 26-May-15

CA PRIME HARVEST Registered 1,677,599 20-May-14 TMA906580 17-Jun-15

US RIGHT EVERY TIME Published 87261852 8-Dec-16

US RUSTIC RESTORATIONS Published 87215879 26-Oct-16 5520272 17-Jul-18

CA RUSTIC RESTORATIONS Pending 1806462 26-Oct-16

US SDF Pending '87947440 4-Jun-18

CA SDF Pending 1902212 1-Jun-18

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Country Trademark Status App. Number App. Date Reg. Number Reg. Date US SIGNATURE SCRAPE Registered 86920111 25-Feb-16 5187924 18-Apr-17

CA SIGNATURE SCRAPE Published 1769731 26-Feb-16

CA SIGNATURE SOFT SCRAPE Published 1769730 26-Feb-16

US TimberBlock Published 87839322 19-Mar-18

CA TimberBlock Pending 1889001 20-Mar-18

US TIMBERBRUSHED Registered 87105110 15-Jul-16 5267454 15-Aug-17

US TIMBERCUTS Registered 87295586 10-Jan-17 5371502 2-Jan-18

CA TIMBERCUTS Pending 1817434 10-Jan-17

US TIMBERLAND Registered 76496979 13-Mar-03 2923877 1-Feb-05

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Country Trademark Status App. Number App. Date Reg. Number Reg. Date CA TRANQUIL WOODS Published 1790828 11-Jul-16

US TRANQUIL WOODS CLTM

US TruTop Published 87870541 10-Apr-18

CA TruTop Pending 1892873 10-Apr-18

CA VINTAGE FARMHOUSE Published 1790827 11-Jul-16

US WEAR MASTER Registered 74/329383 9-Nov-92 1834641 3-May-94

CN WEAR MASTER Registered 4819937 5-Aug-05 4819937

CA OPAL CREEK Registered 1738695 23-Jul-15 1002365 08-Aug-18

US OPAL CREEK Registered CLTM

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 1.1(g) - Arizona Domain Names

Domain Name Expiration date Owner armstrongwoodproducts.com 19-Dec- 2018 AFI

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 1.1(l) - Arizona Licensed Patents COUNTRY APP NO. FILING DATE PATENT NUMBER ISSUE DATE AU 2009241803 30-Apr-09 2009241803 26-Sep-13 AU 2013231111 19-Sep-13 2013231111 7-Jan-16 CN 200980120494 30-Apr-09 DE 60 2009 024 610.0 30-Apr-09 2 286 018 EP 9739191.6 30-Apr-09 2286018 11-Jun-14 EP 13192693.3 30-Apr-09 2703461 31-Aug-16 FR 9739191.6 30-Apr-09 2 286 018 11-Jun-14 GB 9739191.6 30-Apr-09 2 286 018 11-Jun-14 US 12/432,845 30-Apr-09 8,420,710 16-Apr-13 US 14/700,669 30-Apr-15 BE 10770074.2 29-Nov-11 2 424 911 23-Mar-16 DE DE 60 2010 031 448.0 29-Nov-11 2 424 911 23-Mar-16 EP 10770074.2 29-Nov-11 2 424 911 23-Mar-16 FR 10770074.2 29-Nov-11 2 424 911 23-Mar-16 GB 10770074.2 29-Nov-11 2 424 911 23-Mar-16 NL 10770074.2 29-Nov-11 2 424 911 23-Mar-16 US 12/799,700 30-Apr-10 US 14/140,206 24-Dec-13 AU 2012286867 26-Jul-12 2012286867 4-Feb-16 CN 2012800367594 26-Jul-12 2094039 1-Jun-16 DE 12751639.1 26-Jul-12 EP2736977 20-May-15 EP 12751639.1 26-Jul-12 EP2736977 20-May-15 GB 12751639.1 26-Jul-12 EP2736977 20-May-15 AU 2013222106 25-Feb-13 2013222106 25-Feb-13 EP 13707792.1 25-Feb-13 US 14/380,432 22-Aug-14 9540825 10-Jan-17 AU 2013308554 30-Aug-13 2013308554 28-Apr-16 CN 201380046030 4-Mar-15 2789549 23-Jan-18 EP 13770989.5 30-Mar-15 EP2890749 16-May-18 US 14/423,186 23-Feb-15 AU 2014207438 8-Jul-15 2014207438 9-Feb-17 EP 14702412.9 14-Aug-15 US 14/760,080 9-Jul-15 AU 2014207441 8-Jul-15 2014207441 10-Nov-16 CN 2014800055962 15-Jul-15 2581656 11-Aug-17 EP 14703007.6 14-Aug-15

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





COUNTRY APP NO. FILING DATE PATENT NUMBER ISSUE DATE US 14/760,060 9-Jul-15 AU 2015227440 16-Sep-15 2015227440 30-Mar-17 CN 2015105859497 23-Dec-14 3045520 24-Aug-18 EP 15198373.1 8-Dec-15 US 14/580,312 23-Dec-14 9650792 16-May-17 EP 1151281 12-Jul-00 1072659 13-Oct-04 US 10/062,616 31-Jan-02 6572932 3-Jun-03 US 10/060,487 30-Jan-02 6911263 28-Jun-05 AU 2016243556 6-Nov-17 CN 2016800223098 16-Oct-17 EP 16719581.7 14-Nov-17 TW 105110285 31-Mar-16 624366 21-May-18 US 14/678,163 3-Apr-15 WO PCT/US16/24457 28-Mar-16 AU 2016243132 6-Nov-17 CN 2016800229978 20-Oct-17 EP 16718052 14-Nov-17 US 15564161 3-Oct-17 WO PCT/US16/24462 28-Mar-16 US 62/142,611 3-Apr-15 AU 2016243552 6-Nov-17 CN 2016800226325 18-Oct-17 EP 16719580.9 14-Nov-17 US 14/678,183 3-Apr-15 WO PCT/US16/24451 28-Mar-16 AU 2016357732 18-Apr-18 CN 2016800648806 7-May-18 EP 16866982.8 14-Jun-18 US 15776637 16-May-18 WO PCT/US2016/062133 16-Nov-16 WO PCT/US2017/055060 5-Oct-17 WO PCT/US2017/055047 4-Oct-17 WO PCT/US2017/055077 4-Oct-17 WO PCT/US2017/055089 5-Oct-17 WO PCT/US2017/055044 5-Oct-17 WO PCT/US2017/055033 4-Oct-17 US 14/721,724 26-May-15 9468314 18-Oct-16

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 1.1(m) - Arizona Licensed Trademarks

ARMSTRONG

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 1.1(s) - Company Licensed Patents

Country App. Status App. Number Filing Date Patent Number Issue Date US Granted 12/425,560 17-Apr-09 8,357,752 22-Jan-13 US Granted 13/741,770 15-Jan-13 8,617,654 31-Dec-13 CN Published 2015109813242 23-Dec-15 EP Published 15202406.3 23-Dec-15 US Granted 14/580,347 23-Dec-14 9,567,755 14-Feb-17 US Pending 15/724,391 5-Oct-17

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 1.1(u) - Diamond Licensed Trademarks

DIAMOND 10

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 6.1 - Presentation of Arizona Licensed Trademarks

Armstrong Logo Usage: 1. Logo Colors: The Armstrong logo can appear only in black, white or 100% Tungsten. If reversed out white, it should be on a dark background color. The entire mark must be the same color. The Armstrong logo cannot be used alone.

2. Logo Size: The minimum logo size is 1 or 25mm. In digital formats, the minimum width is 100 pixels at 72 dpi.

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





3. Clear Space: If the business unit identifier is used below the logo, the clear space is 1∕2 the diameter of the Armstrong ring on the top, right side and left side and the width of the stem in in the lower case r on the bottom.

If the business unit identifier is used above the logo, the clear space is 1∕2 the diameter of the Armstrong ring on the right side, left side and bottom and the width of the stem of the lower case r on the top.

a. There is no clear space defined below the business unit identifier if used below the logo and no clear space defined above the business unit identifier if used above the logo. b. If the business unit identifier is two lines, the clear space definition applies to the top most line, if used above, or bottom most line, if used below the Armstrong logo. 4. Font: The Armstrong logo is considered art and the font type, spacing, bold, cannot be modified.

  5. Logo Background: The logo should never be used on a busy background or one that does not provide enough contrast.

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





6. Logo Direction: The logo can be used on an angle or vertically but must read left to right and top to bottom

7. Circle A: The Circle A can never be used as a separate graphic element.

Notice: 1. The trademark should always be distinguishable from surrounding text - at a minimum, the trademark notice (TM or ®) should be used at least the first time in the text. After first instance, mark should appear with some other distinguishing feature (e.g., different font, all caps, and/or different color) from the surrounding text. 2. Must include notice of AWI Licensing LLC's ownership of the trademark within the credit notice of the product, product documentation, or other product communication. (E.g., Armstrong and the Armstrong Logo are registered trademarks of AWI Licensing LLC.

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 6.2 - Presentation of Diamond Licensed Trademarks

Diamond 10® Technology trademark and logo usage: 1. When using Diamond 10® Technology in sentences to identify goods or services: a. Always mark with ® (required for first usage on page) b. Always add a space between Diamond and 10. c. Always keep the entire mark together. 2. Use of Diamond 10® or the Diamond 10® logo must include notice of AFI Licensing LLC's ownership of the trademark within the credit notice of the product, product documentation, or other product communication. (E.g., Diamond 10 and the Diamond 10 Technology logo are registered trademarks of AFI Licensing LLC.) 3. Logo Colors: Can appear only in White or 4 Color Process comprised of Morado, Tungsten and Black. If reversed out White, use only on dark background color for contrast.

COLORS

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





4. Logo Size: A general guideline for the maximum width of the logo in any application should be the equivalent to 20% of the width of the shortest side. Exceptions may be made for signage and promotional materials. The minimum logo size is 1 or 25mm. In digital formats, the minimum width is 100 pixels at 72 dpi.

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





5. Clear Space: The size of the clear space around the logo is determined by the size of the circle of the capital height of the word diamond.

6. Font: The Diamond 10 Technology logo is considered art and the font type, spacing, bold, cannot be modified.

7. Logo Background: The logo should never be used on a busy background or one that does not provide enough contrast.

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Exhibit A - Trademark License Agreement

Attached.

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
[EX A]: Without limitation to the foregoing, Arizona shall not file applications to register any Company Licensed IP or assist any person in doing the same, or contest, challenge, or otherwise take any action adverse to the Company's and its Affiliates' ownership of or rights in and to the Company Licensed IP, or assist any person in doing the same.

[EX Q]: 1                                                                     EXHIBIT 10.2

Portions of this exhibit have been redacted pursuant to a request for confidential treatment under Rule 24b-2 of the General Rules and Regulations under the Securities Exchange Act. Omitted information, marked [***] in this exhibit, has been filed with the Securities and Exchange Commission together with such request for confidential treatment.

                             CO-BRANDING AGREEMENT

                 This CO-BRANDING AGREEMENT (this Agreement) is made as of this November 14, 2000 by and between Dassault Systemes, a societe anonyme organized under the laws of France and the owner of Purchaser (Dassault Systemes) and/or certain affiliates of Dassault Systemes, and PlanetCAD Inc. (formerly known as Spatial Technology Inc.), a corporation organized under the laws of the State of Delaware (PlanetCAD) (each a Party, together, the Parties).

                                  WITNESSETH:

                 WHEREAS, PlanetCAD, SPATIAL COMPONENTS, LLC and DASSAULT SYSTEMS CORP. entered into a certain Purchase Agreement, dated July 4, 2000 (Purchase Agreement), pursuant to which DASSAULT SYSTEMES CORP. acquired the Component Business (as defined in the Purchase Agreement) from PlanetCAD and SPATIAL COMPONENTS, LLC, including certain software; and

                 WHEREAS, PlanetCAD has created, operates and maintains its own Web sites, including, without limitation 3Dshare.com and PlanetCAD.com, through which PlanetCAD provides Internet-based services to its customers, and has competence and expertise in the supply of Internet-based services to customers.

                 WHEREAS, as a condition to closing the transaction contemplated under the Purchase Agreement, the Parties hereto agreed to enter into this Agreement for the co-branding of 3Dshare.com.

                 NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

                                   SECTION 1                                    DEFINITIONS

                 All capitalized terms not otherwise defined herein shall have the same meanings set forth in the Asset Purchase Agreement.

                                      1    2

                 1.1 Affiliate(s) shall mean, with respect to any specified Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with such Person.

                 1.2 Billing Party means the party responsible for all billing and collection matters associated with the Co-Branded Service.

                 1.3 CBD Software shall mean the following computer software programs, whichever packaging and naming, in the version and release that is commercially available at the Effective Date, as well as corrections, enhancements and modifications of the CBD Software delivered in the maintenance services provided under the Cross-License Agreement executed contemporaneously by the Parties: ACIS (R) 3D Toolkit, ACIS (R), Advanced Blending Husk, ACIS(R) Advanced Rendering Husk, ACIS(R) Local Operations Husk, ACIS(R) Shelling Husk, ACIS(R) Precise Hidden Line Husk, ACIS(R) Mesh Surface Husk, ACIS(R) Space Warping Husk, ACIS(R) Advanced Surfacing Husk, ACIS(R) Cellular Topology Husk, Spatial Deformable Modeler, ACIS(R) Deformable Modeling Husk, JetScream(TM), ACIS(R) JetScream Husk, ACIS (R) RevEnge Husk (MetroCad), ACIS(R) AEC Husk, IVSDK, ACIS(R) Open Viewer and Plug-ins, Large Model Viewer, 3D Building Blox(TM), SAT(R) (ACIS File Format).

                 1.4 CNDA means the Confidential and Non-Disclosure Agreement among, inter alia, PlanetCAD and Dassault Systemes executed contemporaneously herewith.

                 1.5 Co-Branded Service means the service to be developed under this Agreement, including Enhancements, which will be offered to Dassault Systemes Customers via the Dassault Systemes Web site(s) and will contain translation and healing application services substantially similar to those currently offered and sold on the PlanetCAD Web site(s) as of the Effective Date under the product name 3Dshare.com, and based upon the CBD Software.

                 1.6 Control means, with respect to the relationship between or among two or more Persons, shall mean the possession, directly or indirectly,

Source: RAND WORLDWIDE INC, 8-K/A, 4/2/2001





or as trustee or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person; provided that neither PlanetCAD nor shall be deemed to be controlled by any other Person or under common control with any Person that is not one of their respective subsidiaries.

                 1.7 Dassault Systemes shall mean the entity that is a party to this Agreement and each of its Affiliates.

                 1.8 Dassault Systemes Customer(s) means any customer of the Co-Branded Service having accessed such Web service, wherever hosted, by first logging in on any Dassault Systemes Web site.

                 1.9 Dassault Systemes Customer Database(s) shall have the meaning set forth in Section 6.1  [DASSAULT SYSTEMES CUSTOMER DATABASES].

                                      2    3

                 1.10 Dassault Systemes Personnel means employees, officers, agents, independent contractors and subcontractors of Dassault Systemes.

                 1.11 Dassault Systemes Web sites means any Web site created, owned, operated or supported by or for Dassault Systemes.

                 1.12 Effective Date means November 14, 2000.

                 1.13 Enhancements mean without limitation, compilations, modifications, adaptations, improvements, bug fixes, corrections, versions, design changes, revisions, upgrades, updates, and new versions with respect to the Co-Branded Services during the Term of this Agreement.

                 1.14 Hardware Infrastructure means all hardware equipment, materials, products and facilities that may be necessary at any time to operate the Software Infrastructure to the Co-Branded Service.

                 1.15 Infrastructure means the Software Infrastructure and the Hardware Infrastructure.

                 1.16 Initial Term shall have the meaning set forth in Section 10.1  [Term].

                 1.17 Know-How shall mean all residual information of a non-tangible form, which is not protected by the United States or European Union laws of copyright, patent or trade secrets and which may be retained by a party who has had access to confidential and proprietary information of the other party, including ideas, concepts or techniques contained therein.

                 1.18 Launch Date shall mean the date of first log in of a Dassault Systemes Customer for the Co-Branded Service.

                 1.19 Marks shall have the meaning set forth in Section 3.4  [Use of Marks].

                 1.20 Net Revenue shall have the meaning set forth in Section 5.5  [Net Revenue Defined].

                 1.21 Non-Billing Party means the party who is not the Billing Party.

                 1.22 Person means any individual or legal entity, including without limitation, partnership, corporation, association, trust or unincorporated organization.

                 1.23 PlanetCAD Personnel means employees, officers, agents, independent contractors and subcontractors of PlanetCAD.

                 1.24 PlanetCAD Web sites means 3dshare.com, PlanetCAD.com and any other Web site created, owned, operated or supported by or for PlanetCAD.

                 1.25 Revenue Report shall have the meaning set forth in Section 5.6  [Reporting and Payment Obligations].

                                      3    4

                 1.26 Software means any computer software program, including programming-code, on-line documentation, if any, user interface related thereto or associated therewith, to the extent that such user interface does exist, and related user and installation documentation other than on-line documentation associated with this computer software program.

Source: RAND WORLDWIDE INC, 8-K/A, 4/2/2001





                 1.27 Server Software means all software, including without limitation, Web interface, Web middleware, Web dynamic content billing, Web content generation software, and any Derivative Works thereof that is used by PlanetCAD to provide services on the Co-Branded Service. The list of all such Software as of the Effective Date is attached in Schedule A which will be updated by PlanetCAD when reasonably requested by Dassault Systemes and when in PlanetCAD's determination significant changes have been made.

                 1.28 Software Infrastructure means the software configuration and environment necessary to perform, supply and support the Co-Branded Service including any Third Party Software.

                 1.29 Term shall have the meaning set forth in Section 10.1  [Term].

                 1.30 Third Party Software means computer software programs owned by a party other than PlanetCAD or Dassault Systemes and incorporated into, or required for the development, operation and/or support of any Web service governed by this Agreement and the Infrastructure associated therewith.

                                   SECTION 2                                  SUBJECT MATTER

                 2.1 Engagement. Dassault Systemes and PlanetCAD agree to cooperate to develop and bring to their customers the Co-Branded Service under the terms and conditions set forth below.

                                   SECTION 3                          OWNERSHIP AND LICENSING RIGHTS

                 3.1 Ownership by PlanetCAD. All right, title and interest in and to: (i) the Server Software and (ii) the service known as of the Effective Date as 3Dshare.com and its Enhancements shall be owned by PlanetCAD.

                 3.2 Ownership by Dassault Systemes. All right, title and interest in and to the CBD Software and its Enhancements shall be owned by Dassault Systemes.

                 3.3 Limited Hosting License. PlanetCAD hereby grants to Dassault Systemes a fully-paid, non-exclusive, worldwide, revocable limited license to the Server Software and Infrastructure for the sole purpose of (i) hosting the Co-Branded Service and (ii) fulfilling its

                                      4    5 obligations under this Agreement. The license granted pursuant to this Section 3.3  [Limited Hosting License] shall be deemed to be automatically revoked upon termination of this Agreement. Within 2 weeks following execution of this Agreement, PlanetCAD will provide Dassault Systemes with the necessary media and licensing keys or similar authorization system (if any) to use such Server Software and Infrastructure according to the above license.

                 3.4 Use of Marks. Prior to commercialization of the Co-Branded Service the parties shall agree on the use and placement of all Dassault Systemes and PlanetCAD logos, trade names, trademarks, service marks, and similar identifying material (collectively referred to as Marks) on the Co-Branded Service. Any usage of a party's Marks on the Co-Branded Service including without limitation size, placement, font and style of such Marks will be subject to such party's prior written approval. On or before the Launch Date, each party shall grant the other party a non-exclusive, non-transferable, revocable right to use their approved Marks, for the sole purpose of advertising, marketing, promotion and sale of the Co-Branded Service. In connection with such license each party agrees not to use the other party's Marks in any manner that is disparaging or that otherwise portrays such party in a negative light. Each party retains all right, title and interest, in and to its Marks. Upon termination of this Agreement the right in either party to use the other party's Marks shall automatically terminate.

                 3.5 Know-How. The parties hereby acknowledge and agree that any and all rights to Know-How developed or shared under this Agreement by either party shall be jointly owned by the parties and may be used by either party in the operation of their respective businesses during and following termination of this Agreement.

                                   SECTION 4             DEVELOPMENT AND COMMERCIALIZATION OF THE CO-BRANDED SITE

                 4.1 Review of Co-Branded Site. Immediately prior to the Launch Date, each party shall have an opportunity to review the content and presentation of the Web pages relating to the Co-Branded Service and shall have the right to request reasonable changes to any aspect of the Co-Branded Service, including without limitation, the look and feel of the Web pages.

                 4.2 Appointment of Liaison. As soon as practicable after the Effective Date, each party shall appoint a project manager to act as a liaison to oversee and ensure compliance of the respective obligations of the parties hereunder.

Source: RAND WORLDWIDE INC, 8-K/A, 4/2/2001





                 4.3 Access to the Co-Branded Service by Dassault Systemes Customers. During the Term of this Agreement, the Co-Branded Service will be accessible from any Dassault Systemes Web site(s), as determined by Dassault Systemes in its sole discretion, on a fully transparent basis by way of a direct link to the first Web page of the Co-Branded Service. Upon exiting the Co-Branded Service, the Dassault Systemes Customers will be automatically returned to the Dassault Systemes Web site. PlanetCAD shall, with consultation and input from Dassault Systemes, perform all services necessary for the implementation of such link between the Dassault Systemes Web site and the Co-Branded Service.

                 4.4 Co-Branding Designations. The Co-Branded Service will be designated as such by use of both party's Marks on the Co-Branded Service, and inclusion of wording such as

                                      5    6 powered by PlanetCAD on all Web pages, associated with the Co-Branded Service. The placement, text, font and size of the wording shall be mutually agreed upon by the parties.

                 4.5 Hosting and Customer Support Obligations of the Parties. Unless otherwise agreed by the parties: (i) PlanetCAD will host the Co-Branded Service at its facilities and shall be responsible for providing the Infrastructure necessary to operate such service; (ii) the party responsible for hosting the Co-Branded Service shall be responsible for all customer billing as set forth in Section 5.1  [Customer Billing] herein; (iii) Dassault Systemes will provide first level customer support; (iv) PlanetCAD will provide second level customer support, and (v) PlanetCAD shall be responsible for all updates and Enhancements of the Co-Branded Service. PlanetCAD shall not charge Dassault Systemes any hosting fee for the Co-Branded Service.

                 4.6 Software Support and Maintenance Obligations of the Parties. For the Term of this Agreement the parties shall cooperate to perform maintenance and support services on their respective software included on and necessary to the operation of the Co-Branded Service. The description of maintenance and support obligations is set forth in the Maintenance and Support Services Schedule, attached hereto as Schedule B and incorporated herein by reference.

                 4.7 Change of Hosting. At any time during the Term of this Agreement, Dassault Systemes may, at its discretion, decide to host the Co-Branded Service, or have it hosted by any third party of its choice, by sending ninety days written notice to that effect to PlanetCAD. In such event, PlanetCAD agrees to: (i) provide to Dassault Systemes a current and updated list of equipment, materials, products and facilities composing the Hardware Infrastructure, and (ii) provide reasonable cooperation with Dassault Systemes in seamlessly transitioning the Co-Branded Service to Dassault Systemes equipment or to the equipment of its subcontractors or Affiliates.

                                   SECTION 5                 CUSTOMER BILLING, PAYMENT TERMS AND AUDIT RIGHTS

                 5.1 Customer Billing. Unless otherwise agreed by the parties and subject to the reporting and revenue sharing obligations set forth in this Section 5, the party responsible for hosting shall be the Billing Party.

                 5.2 Pricing of the Co-Branded Service. Prior to the Launch Date, the parties shall agree on which currencies and list prices shall apply to the Co-Branded Service. If, for whatever reason, the parties fail to agree on a price to be applied, the price applied to the Co-Branded Service shall be equal to the then current list price for such services as offered on the PlanetCAD Web site(s). If, for whatever reason, the parties fail to agree on a currency to be applied, the Billing Party will be entitled to choose a currency, as long as such currency easily converts into US dollars and the Billing Party shall pay to the other party its share of revenue in US dollars, based on the average exchange rate of that currency against US dollars during the last 3 months preceding the date of payment to the other party.

                 5.3 Taxes. The Billing Party may deduct and withhold from any payments due to the other party under this Agreement any and all taxes and other amounts as required

                                      6    7 under the laws of any jurisdiction that has the authority to tax the Billing Party, the other party or the transactions contemplated by this Agreement. However, should the Billing Party consider withholding payment or paying any such amount from payments due under this Agreement, the Billing Party shall send in advance to the other party a certificate setting forth the regulatory and/or legal framework for such a payment, including the provisions of the international tax treaty allowing such payment. The other party will have 30 days from the reception of such information to accept or refuse such payment/withholding:

Source: RAND WORLDWIDE INC, 8-K/A, 4/2/2001





    (i)  If the other party accepts or does not answer within this time frame,           the Billing Party will be entitled to make such payment/withholding           and shall provide the other party with a certificate stating the           amounts withheld and the jurisdictions to which such amounts were           remitted.

    (ii) If the other party provides to the Billing Party a certificate stating           that (a) the Billing Party has no withholding/payment obligations with           respect to the laws of such particular jurisdiction and setting forth           the relevant authority for such statement and/or (b) that such a           payment may be avoided under any applicable law or treaty and provide           with the necessary documentation for that purpose, and if the Billing           Party then determines that it has no such withholding obligation under           the laws of such jurisdiction, the Billing Party shall make any future           payments to the other party without deduction for the items set forth           in the certificate, until such time as the Billing Party reasonably           believes that it has a withholding obligation.

Either Party shall pay any applicable sales or value added tax on the payments due.

                 5.4 Share of Net Revenue. As financial consideration under this Agreement, Net Revenue will be shared by the parties as follows:

                 (a)   For so long as PlanetCAD hosts the Co-Branded Service,                         during which time PlanetCAD shall be the Billing Party,                         all Net Revenue derived from sales of the Co-Branded                         Service to Dassault Systemes Customers shall be                         apportioned [***] percent ([***]%) to Dassault Systems                         and [***] percent ([***]%) to PlanetCAD.

                 (b)   In the event that Dassault Systemes opts to host the                         Co-Branded Service pursuant to Section 4.7  [Change of Hosting] herein they                         shall become the Billing Party and all Net Revenue                         derived from sales of the Co-Branded Service shall be                         apportioned [***] percent ([***]%) to Dassault Systems                         and [***] percent ([***]%) to PlanetCAD.

                 5.5 Net Revenue Defined. Net Revenue shall consist of all revenues recognized by the Billing Party derived from supply of the Co-Branded Service, including the price paid by the customers, less any applicable discounts and net of any commissions or fees paid to third party resellers, to obtain access to the Co-Branded Service and any other fees and charges invoiced by the Billing Party to the customers, without deduction by such party of any other costs or expenses related to achievement of the revenue, provided, however, that Net

                                      7    8 Revenue shall be reduced by the amount, if any, of (i) value-added taxes, (ii) sales taxes or (iii) withholding taxes imposed by any jurisdiction on payments made by a payor in such jurisdiction to a payee outside of such jurisdiction.

                 5.6 Reporting and Payment Obligations. Within 7 Business Days after the end of each calendar quarter, the Billing Party shall provide the other party with an itemized statement, subject to adjustment within 30 days of receipt of such statement, setting forth the Net Revenue achieved over the preceding calendar quarter, and shall include such other information as may be mutually agreed upon by the parties (the Revenue Report). The Revenue Report shall be accompanied by payment to the Non-Billing Party of all amounts owed as set forth on such Revenue Report, as well as - when applicable - the exchange currency rate. When agreed between the parties as provided for in Section 5.2  [Pricing of the Co-Branded Service], payment will be made to the Non-Billing Party in the currency received by the Billing Party for the provision of the Co-Branded Service. Otherwise, payment shall be made in US dollars as provided for in Section 5.2  [Pricing of the Co-Branded Service]. In the event that the Billing Party is unable under foreign currency export controls or similar applicable laws, unknown to the parties at the time where they agree on payments in that currency, to provide payment to the Non-Billing Party in the currency received by the Billing Party the parties agree to negotiate a mutually agreeable solution. A party's right to payment shall accrue upon the date the corresponding revenues accrue to the Billing Party. The parties shall pay interest for late payment of any sum due at the LIBOR rate plus four points (not to exceed the maximum rate authorized, or be inferior to the minimum rate allowed, by applicable law, as the case may be).

                 5.7 Records - Audit. The Billing Party shall, for two years following each transaction relating to the Co-Branded Service, keep true and accurate records and books of account of such transaction containing all particulars which may be necessary for the purpose of auditing payments to the Non-Billing Party under this Agreement. During such two-year period, and upon reasonable notice to the Billing Party, the Non-Billing Party shall have the right to have an audit conducted through a licensed independent accounting firm, of any billings, collections, and taxes on such itemized statement, and to examine the records and books of account of the Billing Party in connection therewith. The Billing Party will bear the costs of such audit if a discrepancy

Source: RAND WORLDWIDE INC, 8-K/A, 4/2/2001





or error of computation in an amount greater than $10,000 in favor of the Non-Billing Party is identified. Any audit conducted pursuant to this Section 5.7  [Records -] shall not be conducted in such a manner as to unreasonably interfere with the Non-Billing Party's operations and in no event shall an audit be conducted more frequently than once each year.

                                      8    9

                                  SECTION 6                       DASSAULT SYSTEMES CUSTOMER DATABASES

                 6.1 PlanetCAD's obligation to maintain and update Dassault Systemes Customer Databases. For as long as PlanetCAD hosts the Co-Branded Service, PlanetCAD will maintain and continuously update Dassault Systemes' Customer Database(s), which shall include without limitation, databases of Dassault Systemes Customers, of demands from and results of Web services supplied to Dassault Systemes Customers and associated Net Revenue and of data collected via the Customer Relations Management (CRM) environment. The Dassault Systemes Customer Databases must be held separately from any other databases held or maintained by PlanetCAD. If not held separately, the Dassault Systemes Customer Databases must be clearly identified and sorted out as the property of Dassault Systemes and the provisions regarding PlanetCAD's limited right of use and its obligation of confidentiality as set forth below apply without change.

                 6.2 Ownership of Dassault Systemes Customer Databases. Dassault Systemes will be deemed the maker of the Dassault Systemes Customer Databases and the owner of any and all right, title and interest in and to the Dassault Systemes Customer Databases and their content, wherever hosted.

                 At all times during the Term of this Agreement, Dassault Systemes will have unrestricted access to and use of the Dassault Systemes Customer Databases, and the content therein.

                 At all times during the Term of this Agreement, and as long as the Dassault Systemes Customer Databases are hosted by PlanetCAD, PlanetCAD benefits from a limited right to use the assault Systemes Customer Databases for the exclusive purpose of performing its obligations under this Agreement.

                 6.3 Transfer of Dassault Systemes Customer Databases. Upon discontinuation of hosting of the Co-Branded Service, PlanetCAD will transfer to Dassault Systemes the Dassault Systemes Customer Databases upon Dassault Systemes' request. PlanetCAD will have no right, license or interest whatsoever in the Dassault Systemes Customer Databases or content therein, except to the extent necessary for performance of its obligations under this Agreement.

                 6.4 Warranty of Confidentiality of Dassault Systemes Customer Databases and Input and Output Data of Dassault Systemes Customers. The parties expressly agree that the Dassault Systemes Customer Databases and their content as well as Dassault Systemes Customers input data to be processed and output data supplied, are confidential information of Dassault Systemes, and will be treated as such, in accordance with the terms and conditions of the CNDA.

                                      9    10

                                   SECTION 7                             COMPETITIVE RESTRICTIONS

                 7.1 Restrictions on PlanetCAD.

                 (a) During the Term of this Agreement, and for a period of one year thereafter, except as expressly provided in this Agreement, PlanetCAD shall not market any services to Customers without the prior written approval of Dassault Systemes.

                 (b) During the Term of this Agreement, PlanetCAD shall be permitted to market new functions and services relating to the Co-Branded Service directly to Dassault Systemes Customers with Dassault Systemes prior written approval, but only to the extent such functions and services are offered by PlanetCAD on the PlanetCAD Web site(s).

                 (c) Notwithstanding the foregoing, PlanetCAD may market new functions and services on the PlanetCAD Web sites to customers that are Dassault Systemes Customers, without the consent of Dassault Systemes, provided PlanetCAD (i) obtained the contact information of such customer from an independent source unrelated to the parties to this Agreement and can provide evidence as to the independent source of the name and e-mail address of such customer, and (ii) did not use the data contained in the Dassault Systemes Customer Database(s).

                 7.2 Restrictions on Dassault Systemes. Except as contemplated under this Agreement, during the two year period following the Effective Date, Dassault Systemes shall not commercially offer any web service, which is (i) based upon the ACIS-based software transferred to Dassault Systemes in

Source: RAND WORLDWIDE INC, 8-K/A, 4/2/2001





connection with the Purchase Agreement and (ii) similar to the Co-Branded Service.

                 7.3 Non-Exclusive Services Agreement. It is agreed and acknowledged by the parties that this Agreement is not an exclusive services agreement and except for the restrictions set forth in this Section nothing herein shall prohibit Dassault Systemes, PlanetCAD or any of their affiliates from developing or supplying, whether directly or indirectly, web services substantially identical to those described herein.

                                   SECTION 8                          REPRESENTATIONS AND WARRANTIES

                 8.1 Mutual Representations. Each party represents and warrants to the other party as follows:

                 (a) The performance of this Agreement does not infringe or conflict with any Intellectual Property right of any third party, and (ii) no confidential, proprietary or trade secret information of either party or their personnel that will be used in performing this Agreement has been misappropriated from any third party; and

                                      10    11

                 (b) All services, work, obligations or assignments performed by either party under this Agreement will be of professional quality, conforming to generally accepted practices within the industry, and the Infrastructure including Third Party Software shall function and perform to the specifications and requirements thereof.

                 8.2 Hosting Representations and Warranties of PlanetCAD. For so long as PlanetCAD is hosting the Co-Branded Service, PlanetCAD shall use commercially reasonable efforts to ensure that the services provided on the site are equivalent in functionality and performance to the applications run on the PlanetCAD Web sites and of good quality according to generally accepted practices within the industry.

                 8.3 Disclaimer. THIS IS AN AGREEMENT SOLELY FOR SERVICES, AND THERE SHALL BE NO WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS STATED HEREIN.

                                   SECTION 9                     INDEMNITIES AND LIMITATIONS ON LIABILITY

                 9.1 Dassault Systemes Indemnification. Dassault Systemes shall indemnify and hold harmless PlanetCAD, and its officers, directors, employees, and shareholders from and against any claims, demands, suits, causes of action, losses, damages, judgments, costs and expenses (including reasonable attorneys' fees) arising out of or related to any breach of Dassault Systemes' representations, warranties and covenants set forth in this Agreement.

                 9.2 PlanetCAD Indemnification. PlanetCAD shall indemnify and hold harmless Dassault Systemes, its affiliates, and their respective officers, directors, employees, and shareholders from and against any claims, demands, suits, causes of action, losses, damages, judgments, costs and expenses (including reasonable attorneys' fees) arising out of or related to any breach of PlanetCAD's representations, warranties and covenants set forth in this Agreement.

                 9.3 Intellectual Property Infringement.Each Party agrees to hold the other Party, its subsidiaries and distributors and assignees harmless from and against any claim of any nature, including, but not limited to, administrative, civil or criminal procedures, which is or may be made or raised against this Party, its subsidiaries and distributors and assignees by any third party that the use or distribution of the Software or any other intellectual property that is the subject of this Agreement and owned or licensed by this Party, infringes or violates any third party's patent, copyright, trade secret or other intellectual property right in any country. Indemnification hereunder shall cover all damages, regardless of their nature, settlements, expenses and costs, including costs of investigation, court costs and attorneys' fees. The payment of any indemnification shall be contingent on:

    (a)  This Party giving prompt written notice to the other of any such claim           or allegation;

    (b)  Cooperation by this Party with the other Party in its defense against           the claim; and

                                      11    12

    (c)  This Party obtaining the other's prior written approval of any           settlement, if any, by this Party of such matters, such approval not           to be unreasonably withheld.

Source: RAND WORLDWIDE INC, 8-K/A, 4/2/2001





                 Neither Party shall have the obligation to indemnify the other for any claims of infringement based on any modification by the latest version of its Software, or from the combination of its Software with any other program to the extent such claim would not have arisen without such combination or from use of the unmodified Software or intellectual property.

                 If the operation of any Software that is the subject of this Agreement becomes, or is likely to become, the subject of a claim involving the infringement or other violation of any patent, copyright, trade secret, or other intellectual property rights of any third party, the Parties will jointly determine in good faith what appropriate steps are to be taken by them, with a view towards curing such infringement or other violation, at the Software owner's sole charge. Such steps may include, but are not limited to:

    (i)  The owner securing the right to continue using its Software, or

    (ii) The owner replacing or modifying its Software so that it becomes           non-infringing.

                 If no other option is reasonably available, the owner of the Software agrees to use its best efforts to withdraw, at its sole expense, the infringing Software from the market.

                 In the event a Derivative Work, created under this Agreement, becomes the subject of a claim of infringement, the owner of said Derivative Work shall indemnify the other Party pursuant to this Section 9.

                 9.4 LIMITATIONS ON LIABILITY. EXCEPT FOR LIABILITY ARISING FROM SECTION 9.3  [Intellectual Property Infringement], IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSSES, OR EXPENSES INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF GOODWILL, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

                 EXCEPT FOR LIABILITY ARISING FROM SECTION 9.3  [Intellectual Property Infringement], IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR AN AMOUNT GREATER THAN THE AMOUNT THAT SUCH PARTY HAS EARNED PURSUANT TO THE REVENUE SHARING PROVISIONS OF SECTION 5.4  [Share of Net Revenue] IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM.

                                  SECTION 10                               TERM AND TERMINATION

                 10.1 Term. This Agreement shall be effective as of the Effective Date and shall continue in force for three years from the Launch Date (the Initial Term) unless earlier

                                      12    13 terminated in accordance with this Section (the Term). The Agreement shall automatically renew for successive one year additional terms unless terminated by either party at least six months prior to the expiration of the then-current term.

                 10.2 Breach. Either party may terminate this Agreement at any time in the event that the other party is in default or breach of any material provision of this Agreement, and such default or breach continues unremedied for a period of sixty days after written notice thereof. In addition to the right to terminate this Agreement, the non-breaching party, shall have all rights and remedies available at law and in equity.

                 10.3 Failure of Negotiations After Initial Term. The revenue sharing obligations set forth in Section 5.4  [Share of Net Revenue] shall be subject to re-negotiation at the end of the Initial Term. The parties agree to negotiate in good faith, however, in the event they are unable to agree to satisfactory terms, this Agreement shall terminate six months from the date on which the parties make a conclusive determination that satisfactory terms could not be reached.

                                  SECTION 11                                   MISCELLANEOUS

                 11.1 Confidentiality. All communications and information disclosed by one party to the other party under this Agreement shall be subject to the terms and conditions of the CNDA.

                 11.2 Freedom of Action. Except as otherwise provided, nothing contained in this Agreement shall be construed to limit or impair any right of either party to enter into similar agreements with other parties, or to develop, acquire, license or market, directly or indirectly, other products or services, competitive with those offered by the other party.

                 11.3 Additional Instruments. Notwithstanding termination of this Agreement, the parties covenant and agree to execute and deliver any additional instruments or documents necessary to carry out the general intent of this Agreement, including without limitation patent assignments or any other assignments necessary to evidence the ownership of intellectual property contemplated hereby or any such additional instruments or documents, including

Source: RAND WORLDWIDE INC, 8-K/A, 4/2/2001





such instruments as may be required by the laws of any jurisdiction, now or in effect or hereinafter enacted, that may affect a party's rights, title or interest, as applicable, in and to any of the software governed hereby.

                                      13    14

                 11.4 Irreparable Injury. Each party acknowledges and agrees that each covenant in this Agreement pertaining to confidential information and ownership of intellectual property is reasonable and necessary to protect and preserve the rights of the other party in its confidential information and intellectual property, and that any breach by such party of the terms of this Agreement may result in irreparable injury to the other party. Each party, therefore, subject to a claim of laches, estoppel, acquiescence or other delay in seeking relief, consents and agrees that the other party shall be entitled to seek and obtain a temporary restraining order and a permanent injunction to prevent a breach or contemplated breach of this Agreement and waives any requirement that the other party post a bond in connection with seeking such injunctive relief.

                 11.5 Relationship of the Parties. PlanetCAD and Dassault Systemes are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Neither party has the authority to act as agent for the other party or to conduct business in the name of such other party or make statements, warranties or representations that exceed or are inconsistent with the warranties provided hereunder.

                 11.6 Notices. All notices required or permitted shall be given in writing, in the English language, and shall be deemed effectively delivered upon personal delivery or three days after deposit with a carrier by registered mail or other equivalent service, postage prepaid, return receipt requested, addressed as follows, or to such other address as either party may designate to the other:

                                      14    15

                          In the case of PlanetCAD :

                                           PlanetCAD Inc.                                             2520 55th Street, Suite 200                                             Boulder, Colorado 80301                                             Attn. Office of the President

                          In the case of Dassault Systemes:

                                           Dassault Systemes                                             9 Quai Marcel Dassault                                             92150 Suresnes                                             Attn. Thibault De Tersant                                             cc: Law Department

                 11.7 Headings. The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

                 11.8 Severability. If any term or other provision of this Agreement is deemed invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.

                 11.9 Entire Agreement. This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between and PlanetCAD with respect to the subject matter hereof.

                 11.10 Amendment. This Agreement may not be amended or modified except by an instrument in writing signed by, or on behalf of, duly authorized representatives of Dassault Systemes and PlanetCAD.

                                      15    16

                 11.11 Applicable Law, Venue. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, applicable to contracts executed in and to be performed entirely within that

Source: RAND WORLDWIDE INC, 8-K/A, 4/2/2001





state. This Agreement shall not be governed by the U.N. Convention on Contracts for the International Sale of Goods. The parties hereto hereby (a) submit to the exclusive jurisdiction of any court of competent jurisdiction sitting in the State of Delaware, The City of Wilmington for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (b) agree, to the fullest extent permitted by applicable law, to waive, and not to assert by way of motion, defense, or otherwise, in any such Action, any claim that is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement may not be enforced in or by any of the above-named courts.

                 11.12 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTIONS OR PROCEEDINGS DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREUNDER.

                 11.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

                 11.14 No Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to subsequently enforce such provision, or any other provision of this Agreement.

                 11.15 Force Majeure. Neither party shall be held liable for any failure to perform any of its obligations under this Agreement for as long as, and to the extent that such failure is due to an event of force majeure. An event of force majeure shall include general strikes, lockouts, acts of God, acts of war, mobilization of troops, fire, extreme weather, flood, or other natural calamity, embargo, acts of governmental agency, government or any other laws or regulations.

                 11.16 Expenses. Except as expressly provided for in this Agreement, each party shall bear its own expenses incurred in connection with this Agreement, including without limitation travel and living expenses incurred by that party's employees.

                 11.17 Assignment; Subcontracting; Third Party Beneficiaries.

                 (a) This Agreement may be assigned or otherwise transferred, by operation of law or otherwise without the express written consent of PlanetCAD and Dassault Systemes, but in such event the assigning Party shall give notice to the non-assigning Party and the non-assigning Party shall have the right to terminate this Agreement within the 30-day period following receipt of such notice.

                                      16    17

                 (b) Either party may assign or otherwise transfer all or part of this Agreement to any of its Affiliates, and for as long as it remains an Affiliate; provided that no such assignment shall relieve a party of any of its obligations under this Agreement. In the event there is a change of Control of an Affiliate which terminates its status as an Affiliate of the party to this Agreement, and this Agreement has been assigned to such an Affiliate, this Agreement must be assigned back to the party within 6 months of the effective date of the change of Control.

                 (c) Either Party may subcontract services necessary to perform the obligations set forth in this Agreement provided that any and all such subcontractors shall have entered into agreements with the subcontracting Party sufficient to enable that Party to comply with all terms and conditions of this Agreement.

                 (d) This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns, subcontractor or transferee, and nothing herein, express or implied, is intended to or shall confer upon any other person, including, without limitation, any union or any employee or former employee of either party, any legal or equitable right, benefit or remedy of any nature whatsoever, including, without limitation, any rights of employment for any specified period, under or by reason of this Agreement.

                 IN WITNESS WHEREOF, each party has caused its duly authorized representative to execute this Agreement effective the day and year first above written.

                                              PlanetCAD Inc.                                   Dassault Systemes

/s/ R. Bruce Morgan                              /s/ Thibault de Tersant

Source: RAND WORLDWIDE INC, 8-K/A, 4/2/2001





   ---------------                                  ------------------- Its: Chief Executive Officer                     Its: Executive Vice President Name: R. Bruce Morgan                            Name: Thibault de Tersant

                                      17

Source: RAND WORLDWIDE INC, 8-K/A, 4/2/2001 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[EX A]: EXCEPT FOR LIABILITY ARISING FROM SECTION 9.3  [Intellectual Property Infringement], IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR AN AMOUNT GREATER THAN THE AMOUNT THAT SUCH PARTY HAS EARNED PURSUANT TO THE REVENUE SHARING PROVISIONS OF SECTION 5.4  [Share of Net Revenue] IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM.

[EX Q]: Exhibit 10.1   ENDORSEMENT AGREEMENT    THIS ENDORSEMENT AGREEMENT (the Agreement) is dated as of this ____day of ____________, 2012, but  made effective as of February 20, 2012 (Effective Date) between Healthcare Distribution Specialists LLC (HDS), a  Delaware corporation, and Paul Silas (Celebrity), an individual.    AGREEMENT    1. Engagement. HDS engages Celebrity and Celebrity hereby accepts the engagement to provide for his endorsement of  HDS' product, Clotamin in the United States (Territory) as further outlined herein. In addition, it is understood and  agreed that with respect to the Website, as defined below, the Territory shall be worldwide.    2. Term of Agreement. The term of this Agreement shall be for one (1) year commencing on the Effective Date and ending  on February 19, 2013 (Term).    3. Grant. During the Term and subject to the limitations set forth in Paragraphs 9 and 10, HDS shall have the right to use  the name, image, likeness, characterization, visual and audio representation of Celebrity (Celebrity Attributes) in  connection with HDS' product, Clotamin, in the Territory as follows:    A. In a television commercial (specific spot length to be mutually agreed upon) promoting Clotamin  (Commercial) aired specifically in the following three (3) television markets: (1) Washington, DC Metro  Area; (2) Florida; and (3) Texas (collectively Markets);    B. On HDS' website (www.clotamin.corn) (Website); and    C. In Clotamin-related press releases.    D. In connection with any HDS' usage of Celebrity Attributes as outlined above in Paragraphs 3(A)-(C), HDS will  feature the following disclaimer in close proximity to said usage: PAUL SILAS IS NOT A MEDICAL  AUTHORITY. THESE STATEMENTS HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG  ADMINISTRATION. THIS PRODUCT IS NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT  ANY DISEASE.    4. Duties of Celebrity and Rights of HDS. During the Term and subject to the limitations set forth in Paragraphs 9 and 10,  Celebrity agrees to provide HDS with the following:    A. Upon request by HDS, one (1) production session to be used for the production of the Commercial  (Production Session). The location, date and time of the Production Session shall be mutually agreed upon  by Celebrity and HDS. In the event the Production Session exceeds eight (8) hours in duration HDS and  Celebrity will negotiate in good faith additional compensation to Celebrity for time in excess of eight (8)  hours.

Source: PHARMAGEN, INC., 8-K/A, 8/3/2012





B. Celebrity will serve as a member of the Clotamin/HDS Board of Advisors, whose members' sole responsibility  is to be listed as a Clotamin brand ambassador on the Website and/or Clotamin related press releases. With  respect to the Board of Advisors, Celebrity will not be responsible for any additional services such as  attending meetings, corporate functions, etc.    C. HDS may request an additional production session(s), or a media tour or personal appearance(s) for an  additional fee to be mutually agreed upon by the parties.    5. Consideration. As consideration for Celebrity's services under this Agreement, HDS agrees as follows:    A. In-kind Payment: HDS will provide Celebrity with a one (1) year complimentary supply (i.e., at least 365  caplets) of Clotamin product during the Term.    B. Cash Payment:    (1) HDS will provide payment of Fifty Thousand and NO/100 Dollars ($50,000) made payable to Celebrity's  agent. CSE, as follows    $10,000 Within ten (10) days of the parties execution of this Agreement  $15,000 Within 60 days of the parties execution of this agreement  $25,000* Ten (10) days prior to the Production Session    [*Should Company decide not to conduct the Production Session, then the $25,000 allocated for said  Production Session (Production Fee) will not be owed to Celebrity and notice should be given to  CSE as soon as reasonably known by Company if Company does not intend to conduct the  Production Session. However, if Company schedules the Production Session, then said Production  Fee is non-refundable regardless if the Production Session occurs. ]    (a) CSE, shall invoice HDS for these fees and HDS shall pay such invoice within ten (10) business days  following receipt of the CSE invoice.    (b) Payments shall be made to CSE and delivered to 600 Galleria Parkway, Suite 1900, Atlanta, Georgia  30339.    (2) If HDS desires to add an additional market or state to the Markets for the Commercial to air during the  Term, then HOS will pay Celebrity Five Thousand and NO/100 Dollars ($5,000) for said additional  state/market, and the parties will amend the Agreement to add the additional state/market accordingly.    6. Expenses. If applicable, HDS agrees to provide and pay for the expenses related to Celebrity's services provided in  Paragraph 4, which shall include but not be limited to the following:    A. First-class airfare, first-class ground transportation, hotel accommodations, and meals for Celebrity; and    B. First-class airfare, ground transportation and hotel accommodations for one (1) representative.    7. Union Dues and Fees. Company represents that the services hereunder shall not be subject to SAG, AFTRA or any  other entertainment guild contract.      2

Source: PHARMAGEN, INC., 8-K/A, 8/3/2012





8. Exclusivity. Celebrity represents and warrants that during the Term and in the Territory, Celebrity will not endorse or  make any appearances or advertisements on behalf of any other multivitamin.    9. Review, Approval, and Ownership of Advertising. All HDS' uses of Celebrity Attributes in connection with the  Commercial and/or press releases shall be subject to the prior written approval of Celebrity via his agent, CSE. Said  written approval must be given within five (5) business days of CSE's receipt or said usage shall be deemed  unapproved. Any such usage featuring Celebrity in the Commercial and/or press releases shall be and remain the  property of HDS; however, HDS shall have the right to use said Commercial and/or press releases solely as outlined in  Paragraph 3 and only during the Term. Celebrity may use said materials in whole or in part solely for the purpose of  presenting Celebrity's work in Celebrity's personal portfolio, website or otherwise and/or on Celebrity's agent's  website. Such usage may not be sold or transferred.    10. Termination    A. HDS shall have the right to terminate this Agreement upon ten (10) days prior written notice to Celebrity in  the event Celebrity fails to perform the duties set forth in Paragraph 4 hereof or breaches any other  covenant or agreement set forth herein and fails to cure same (if curable) within seven (7) days of receipt of  written notice. Such termination shall relieve HDS of its obligation to provide any further consideration  pursuant to this Agreement.    B. Celebrity shall have the right to terminate this Agreement upon ten (10) days prior written notice to HDS in  the event of the occurrence of any of the following: (1) HDS adjudicates as insolvent or declares  bankruptcy; or (2) HDS fails to provide consideration due pursuant to this Agreement, within ten (10) days  following the date such consideration is due hereunder, provided that HDS is notified in writing of such  non-payment by Celebrity and such payment by HDS is not made within three (3) days following such  notification; or (3) HDS fails breaches any covenant or agreement set forth herein and fails to cure same (if  curable) within seven (7) days of receipt of written notice. Furthermore, HDS agrees that such termination  shall not relieve it of its obligation to provide consideration as contemplated hereunder. Celebrity shall not  have waived any of its rights at law or in equity by exercising any provision of this paragraph.    C. HDS' rights to the use of Celebrity and Celebrity's Attributes as set forth in Paragraphs 3 and 4 shall end  immediately should this Agreement be terminated pursuant to Paragraph 10(A) or Paragraph 10(B) above.    10. Notices. All notices provided for herein shall be given in writing by hand delivery, courier service, or by certified mail  return receipt requested to the addresses of the parties set forth as follows (unless change of address by notice to the  other party is given as provided in this paragraph 10):    If to Celebrity: If to HDS  Paul Silas Mackie A. Barch,  c/o Lonnie Cooper Co-Founder  Chief Executive Officer Healthcare Distribution Specialists LLC  CSE 9337 Fraser Avenue  600 Galleria Parkway, Suite 1900 Silver Spring, MD 20910  Atlanta, GA 30339  with a copy to: Sue Graddy  Fax No. (770) 226-5560      3

Source: PHARMAGEN, INC., 8-K/A, 8/3/2012





11. Licensing. Nothing contained herein shall be construed to convey to HDS any right to use the names, trademarks,  service marks, symbols, logos, emblems colors, etc. (Marks) ,  of the Charlotte Bobcats, NBA, or any other  organization with which the Celebrity is or has been associated. All rights to the use of such Marks must be acquired  from the appropriate rights holder, and if such Marks are used by HDS then, in such event HDS (a) shall provide  Celebrity in advance with satisfactory evidence of HDS' right to use such Marks and (b) agree to indemnify, protect  and hold Celebrity harmless from and against any and all claims, damages and/or losses which may arise from HDS' use  of such Marks.    12. Representations and Warranties of HDS. Celebrity relies upon HDS' skill and judgment and also upon the following  representations of HDS which shall be in effect throughout the term of this Agreement:    A. HDS' products will be merchantable and fit for the purpose for which they are intended, and    B. HDS'  products will conform at all times to all applicable federal, state and local laws, rules, regulations,  ordinances, and other enactments and industry standards, including, but not limited to, those relating to  product safety.    13. Indemnity. HDS shall be solely responsible for all liability arising out of production, distribution and sale of its product. HDS hereby agrees to indemnify, defend and hold harmless Celebrity, his agents, representatives and employees  (referred to collectively as Celebrity Indemnities)  from and against any and all claims, actions, causes or action,  damages, injuries, expenses, liabilities (joint and several), penalties fines, attorneys fees, court costs, and any other  expenses incurred by Celebrity Indemnities arising out of (1) breach by HDS of any of the terms, representations or  warranties made by HDS in this Agreement; or (2) HDS product liability or trademark patent or other proprietary right  infringement; or (3) errors, omissions, fraudulent or negligent acts by HDS, its employees, agents or subcontractors in  connection with (i) any advertising featuring Celebrity; (ii) with the performance of HDS' duties and obligations under  this Agreement; (iii) with the production, distribution, promotion, marketing and sales of products including related  product packaging; and/or (iv) with the operation and management of its production and distribution facilities,  however caused, HDS shall not be obligated to indemnify Celebrity with respect to damages which are the result of the  active negligence or willful misconduct of Celebrity.    14. Insurance. HDS agrees to provide and maintain at its own expense, the following insurance coverages:    A. Commercial General Liability coverage of product liability with limits no less than $1,000,000 per occurrence  and $2,000,000 aggregate.    B. Umbrella / Excess Liability coverage inclusive of product liability with limits not less than $5,000,000 per  occurrence and aggregate.    C. Media Liability insurance with limits not less than $2,000,000 per occurrence and aggregate.     The Celebrity shall be named as an additional insured on coverages A, B and C. Celebrity is afforded waiver of  subrogation on coverages A, B and C. All policies listed under A, B and C should have a thirty (30) day notice of  cancellation provision or endorsement. HDS will provide Celebrity's agent, CSE, with a certificate of insurance  within five (5) days of its request for same.     15. Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed to place the parties in the  relationship of partners, joint venturers, principal-agents, or employer-employee, it being understood that the parties  hereto are and will remain independent contractors in all respects and neither party shall have any right to obligate or  bind the other in any manner whatsoever.      4

Source: PHARMAGEN, INC., 8-K/A, 8/3/2012





16. Assignment. Neither this Agreement nor any of the rights or obligations contained herein may be assigned or  transferred by either party without the prior written consent of the other party.    17. Authority to Contract. Each of the parties hereto represents and warrants that it has full right and power to enter into  this Agreement, to perform all obligations to be performed by it hereunder, and to grant all rights hereunder granted  without violating the legal or equitable rights of any other person or entity, and that the execution and performance of  this Agreement will not conflict with or result in a breach of or default under any of the terms or conditions of any  agreement to which either party has agreed, or is a party, or may be bound.    18. Construction of Agreement. Each party acknowledges that it has participated in the negotiation of this Agreement and  that no provision of this Agreement shall be construed against or he interpreted to the disadvantage of any party  hereto by any court or other governmental or judicial authority by reason of such party having or deemed to have  structured, dictated or drafted such provision.    19. Merger; Modification. This Agreement constitutes the entire agreement with respect to the subject matter contained  herein and supersedes all previous communications and agreements between the parties pertaining to the subject  matter hereof, whether written or oral. The terms of this Agreement may not be modified, waived, amended,  discharged, terminated, or supplemented, or otherwise changed, except by a written document executed by an  authorized representative of each party.    20. No Waiver. A waiver by either party of any of the terms or conditions of this Agreement in any instance shall not be  deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof, or  any other term or condition of this Agreement. All remedies, rights, undertakings, obligations, and agreements  contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right,  undertaking, obligation or agreement of either party.    21. Severability. If any provision of this Agreement, as applied to either party or to any circumstance, shall be adjudged by  a court of competent jurisdiction to be void or unenforceable, whether at law or in equity, then such determination  shall in no way affect any other provision of this Agreement, or the validity or enforceability of this Agreement.    22. Forum. The parties agree that the U.S. District Court for the Northern District of Georgia, the Superior Court of Cobb  County, the State Court of Cobb County, or any other forum in Cobb County shall have personal jurisdiction over the  parties and that such courts shall be the exclusive venue with respect to any claims or disputes related to the  Agreement.    23. Choice of Law. Regardless of the place of execution hereof, this Agreement, all amendments hereto, and any and all  issues or controversies arising here from or related hereto, shall be governed by and construed exclusively in  accordance with the laws and decisions of the State of Georgia.      5

Source: PHARMAGEN, INC., 8-K/A, 8/3/2012





24. Attorneys' Fees. If any action is necessary to enforce the provisions of this Agreement, including any claims or  demands, or to interpret this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and  necessary disbursements in addition to any other relief to which it may otherwise he entitled.    25. Captions: Structure. Section headings used in this Agreement are for convenience of reference only and shall not in  any way affect the interpretation of any section of this Agreement or of the Agreement itself.    26. Time is of the Essence. Time is of the essence with respect to the performance of the duties and obligations hereunder.    27. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an  original and all of which when taken together shall he construed as a single instrument. This Agreement may be  executed by facsimile or other electronic transmissions, and signatures on any facsimile or electronic transmission copy  hereof shall be deemed authorized original signatures.    28. No Third Party Beneficiaries. This Agreement is not for the benefit of any third party and shall be deemed not to give  any right or remedy to such third party, whether referred to herein or not.    29. Recitals. The recitals contained in this Agreement are true and correct and are incorporated herein by reference.        [SIGNATURE PAGE TO FOLLOW]       6

Source: PHARMAGEN, INC., 8-K/A, 8/3/2012





IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date first above written.    WITNESS: Healthcare Distribution Specialists LLC (HDS)    By: /s/ Linda Lee By: /s/ Mackie A. Barch       Date: February 17, 2012 Title: CEO           WITNESS: Paul Silas (Celebrity)    By: /s/ Carolyn Silas By: /s/ Paul Silas       Date: March 8, 2012                7

Source: PHARMAGEN, INC., 8-K/A, 8/3/2012 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
[EX A]:
HDS agrees to provide and maintain at its own expense, the following insurance coverages: