Vegalab S.A. does hereby grant to Selakovic the exclusive right to the Western Hemisphere territory to receive, store, reconstitute, ship, market, distribute, and sell Vegalab Products anywhere in the Western Hemisphere.

Vegalab S.A., in order to facilitate the orderly distribution and sale of the Vegalab Products in the Western Hemisphere does, simultaneous with the execution of this Agreement, hereby agree to transfer 100% of the membership shares in Vegalab Delaware to Selakovic or his designee forthwith as part of the consideration for this Agreement.

Vegalab, LLC (“Vegalab”), is a Delaware limited liability company duly formed and otherwise organized, validly existing and in good standing under the laws of the state of Delaware. Assignor is the sole member of Vegalab and has good and valid title to 100% of the Vegalab member interest, free and clear of any Liens, limitations, restrictions, or rights of any other Person. Assignor has, and the Company is acquire pursuant to this Agreement, good and valid title to all of the Vegalab member interest held by the Assignor, free and clear of any Liens, limitations, restrictions, or rights of any other Person. Vegalab has no liabilities and no assets other than those included in the Acquired Assets.

All rights in and to: # US Trademark Registration No. ​ for the wording “Vegalab,” and # US Trademark Registration No. ​, which are registered in the name of Vegalab and Assignor will cause to be formally assigned at the USPTO to Assignee.

The Distributor shall apply no other trade name or trade name, nor any labels, signs or markings of any kind to the Products without the prior written consent of the Corporation. Vegalab and the Vegalab Trademarks are preapproved. Approval shall not be unreasonable withheld.

All the membership interest of Vegalab, LLC, A Delaware limited liability company.

The execution, delivery and performance of the Transaction Documents by the Assignor and the consummation by the Assignor of the transactions contemplated thereby do not # conflict with or violate any provision of Vegalab’s certificate of formation, operating agreement, or other organizational or charter documents, or # conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of Vegalab, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Vegalab debt or otherwise) or other understanding to which Vegalab is a party or by which any property or asset of Vegalab is bound or affected, or # result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which Vegalab is subject or by which any property or asset of Vegalab is bound or affected; except in the case of each of [clauses (ii) and (iii)])], such as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

Ecowin, Inc., by its signatures hereto, acknowledges that Selakovic and his assignee(s) shall be entitled to pay the “favored nation” price for Vegalab Products for so long as this Agreement is in good standing on 30 day terms, 2% in 10 days, unless otherwise agreed by the parties.

Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, Vegalab has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and the Assignor has no Knowledge of a tax deficiency which has been asserted or threatened against Vegalab.

#Government Securities Business Day immediately following any Daily SOFR Determination Day, SOFR in respect of such Daily SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to Daily Simple SOFR has not occurred, then SOFR for such Daily SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided, further, that SOFR as determined pursuant to this proviso