Common use of Amendment and Integration Clause in Contracts

Amendment and Integration. This Agreement constitutes the entire agreement among the Parties hereto and may not be amended or modified without the prior consent of the other Party, given in writing. This Agreement supersedes all prior agreements and understandings among the Parties with respect to the subject matter hereof; provided, however, that, for the avoidance of doubt, the March 3, 2017 Confirmatory Assignment (regarding patents) and Confirmatory Assignment (regarding trademarks), entered into for filing with the United State Patent and Trademark Office, the March 3, 2017 Exclusive License Agreement (regarding trademarks not yet assignable) and the April 11, 2017 Assignment, are agreed to continue to be in full force and effect notwithstanding this Agreement that is dated to be effective prior to those agreements. /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ 1 November 2017 By: ▇▇▇▇▇ ▇▇▇▇▇▇ Date Title: Manager Purple Innovation, LLC /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ November 1, 2017 By: ▇▇▇ ▇▇▇▇▇▇▇▇ Date Title: CEO 1 U.S. ELASTOMERIC PODALIC PADS 6,187,837 2 U.S. GELATINOUS ELASTOMER 6,797,765 3 U.S. MULTI-WALLED GELASTIC MATERIAL* 7,730,566 4 U.S. MULTI-WALLED GELASTIC MATERIAL* 7,823,233 5 U.S. MULTI-WALLED GELASTIC MATERIAL* 7,823,234 6 U.S. MULTI-WALLED GELASTIC MATERIAL* 7,827,636 10 U.S. PORTABLE CUSHIONS INCLUDING DEFORMABLE WALL MEMBERS, AND RELATED METHODS 9,051,169 11 U.S. SMALL FOOTPRINT APPARATUS, METHOD, AND TOOLING FOR MOLDING LARGE THERMOPLASTIC PARTS 9,446,542 17 U.S. BAG FOR SHIPPING A CUSHION AND RELATED METHODS 15/063,114 18 U.S. CUSHION COVER WITH INTEGRALLY KNIT, HIGH-RELIEF GRAPHIC FEATURE AND CUSHIONS EMPLOYING SUCH CUSHION COVERS 15/063,143 20 U.S. PACKAGED MATTRESS CUSHION 29/557,162 21 U.S. MATTRESS CUSHION 29/557,601 [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] 29 U.S. GELATINOUS COMPOSITE ARTICLE AND CONSTRUCTION* 6,099,951 30 U.S. GELASTIC HEEL CARE DEVICE AND METHOD* 6,200,284 31 U.S. GELATINOUS COMPOSITE ARTICLE AND CONSTRUCTION* 6,447,865 32 U.S. SUPPORTED HYPO/HYPERTHERMIA PAD* 6,606,754 33 U.S. GELATINOUS COMPOSITE ARTICLE AND CONSTRUCTION* 6,767,621 34 U.S. METHOD OF MAKING A GELATINOUS COMPOSITE* 6,843,873 35 U.S. SUPPORTED HYPO/HYPERTHERMIA PAD* 6,871,365 36 U.S. SCREED MOLD METHOD 7,666,341 37 U.S. ALTERNATING PATTERN GEL CUSHION ELEMENTS AND RELATED METHODS (XOGELTM) 8,075,981 38 U.S. RIBBED GEL (X-GEL) 8,424,137 39 U.S. CUSHIONS COMPRISING CORE STRUCTURES AND RELATED METHODS (GEL CORETM) 8,628,067 40 U.S. GEL PUTTIES ... (FLOWZTM) 9,315,648 41 U.S. CUSHIONING ELEMENTS COMPROMISING ELASTOMERIC (QOOLTM) 8,784,982 42 U.S. CUSHIONS COMPRISING DEFORMABLE MEMBERS AND RELATED METHODS (POCKETED GELTM) 8,932,692 43 U.S. BREATHABLE GEL (BREATHETM) 13/420,999 Other: Any and all foreign national patents which may be issued covering what is claimed in the above-listed patents and patent applications, and the applicable claims of any and all reissued patents, reexamined patents, corrected patents and continuation patents based on any of them, not limited to the following: 45 CA PACKAGED MATTRESS CUSHION 169908 46 CA MATTRESS CUSHION 169909 47 CA MULTI-WALLED GELASTIC MATERIAL* 2,610,549 48 AU PACKAGED MATTRESS CUSHION 201614284 49 AU MATTRESS CUSHION 201614795 50 CN PACKAGED MATTRESS CUSHION 20163046279.7 51 CN MATTRESS CUSHION 201630427017.5 52 EU MULTI-WALLED GELASTIC MATERIAL* EP2,623,081 53 EU MULTI-WALLED GELASTIC MATERIAL* EP1,935,388 54 WO MULTI-WALLED GELASTIC MATTRESS SYSTEM* PCT/US11/48431 55 CA CUSHIONING ELEMENTS COMPRISING ELASTOMERIC MATERIAL AND METHODS OF FORMING SAME 2,834,087 * These patents and applications are assigned by Stryker’s predecessor-in-interest, Gaymar Industries, in accordance with the documents attached as Exhibits G through I and assignments attached as Exhibit L, and they are included in this transfer solely to the extent of the rights held by EdiZONE as stated therein. [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] Other: Any and all other trade secrets currently known by EdiZONE at this time to fully practice the inventions in the patents and patent applications listed in Schedule A provided such trade secrets are owned by EdiZONE at the time of this Agreement and to the extent such assignment is not prohibited by other agreement. U.S. common law, federal and state trademark and service ▇▇▇▇ rights and all foreign trademark and service ▇▇▇▇ rights to the marks: 1 U.S. WONDERGEL 4,060,026 2 WONDERGEL ORIGINAL 3 WONDERGEL EXTREME 4 DOUBLEGEL 5 DOUBLEGEL PLUS 6 DOUBLEGEL ULTRA 7 ROLL N’ GO 8 FOLD N’ GO 9 U.S. PURPLE 5,005,282 10 NZ PURPLE 1290946 11 EU PURPLE 1290946 12 CN PURPLE 1290946 13 AU PURPLE 1290946 14 CA PURPLE 1,760,844 15 PURPLE BED 16 PURPLE TOP 17 PURPLE PILLOW 18 PORTABLE PURPLE 19 EVERYWHERE PURPLE 20 SIMPLY PURPLE 21 LITE PURPLE 22 ROYAL PURPLE 23 DOUBLE PURPLE 24 DEEP PURPLE 25 ULTIMATE PURPLE 26 PURPLE BACK 27 U.S. EQUAPRESSURE 4,060,095 28 U.S. EQUAGEL 4,060,027 29 EQUAGEL STRAIGHT COMFORT 30 EQUAGEL GENERAL 31 EQUAGEL PROTECTOR 32 EQUAGEL ADJUSTABLE 33 U.S. TOSS-IT 4,063,431 34 U.S. PURPLE – Color ▇▇▇▇ (mattress) 87195495 Other: All variations of the above. All copyright to past and present versions of ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇, logos, graphics, videos and any and all other marketing and promotional materials promoting WonderGel, LLC’s and EquaPressure, LLC’s products provided such copyright is owned by EdiZONE at the time of this Agreement and to the extent such assignment is not prohibited by other agreement. Registration Number: TX0008174016 Date: 2015-05-22 Application Title: About WonderGel. Title: About WonderGel. Description: Electronic file (eService) Copyright Claimant: WonderGel, LLC. Date of Creation: 2011 Date of Publication: 2011-12-01 Nation of First Publication: United States Authorship on Application: WonderGel, LLC, employer for hire; Domicile: United States; Citizenship: United States. Authorship: text. Rights and Permissions: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, WonderGel, LLC, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, ▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ Copyright Note: C.O. correspondence. Names: WonderGel, LLC For Making Mattresses: Stainless oil tank that was part of original building purchase Black poly oil tank [**] [**] [**] Blue Cement Mixer and Associated Scales White cement mixer (new) no motor yet [**] Mattress Max 1 (in use) Mattress Max top mold (in use) Mattress Max bottom mold (in use) Mattress Max 3.5" top mold (for Purple Plus future product) Mattress Max 3.5" bottom mold (for Purple Plus future product) Purple trimming/inspecting tables Large roll-fed plastic grinder 2 Powdering and/or Powder-Removal machines Large scrimming system Loss in Weight Feeders for Mattress Max 1, being installed Adhesive lamination machine Lamination tamper Mattress conveyer system with 90 degree transfer Sock stuffer with two sewing heads Flipper for sock stuffer Cover-installing table 2 mattress roll packing machines (from China) C3 roll packing machine I-pads for station data input Pallet jacks currently used for mattress production Hand trucks currently used for mattress production Pallet racks containing actively used Purple Bed inventory Mattress Max 2 (being manufactured by Central Valley Machine, Logan, UT) Mattress Max 3 (being manufactured in China) Mattress Max 4 (being manufactured in China) Forklift for Purple West (ordered) Yellow Stand-Up Forklift Mold Top for Max 2 (built at Alpine) Mold Bottom for Max 2 (built at Alpine) Mold Top for Max 3 (being built in China) Mold Bottom for Max 3 (being built in China) Mold Top for Max 4 (being built in China) Mold Bottom for Max 4 (being built in China) 4 Extruders (one complete and shipped, others being built in China) Bag stuffer custom made for C3 roll packer C3 roll packing machine for Mattress Max 2 (ordered) C3 glue lamination machine with tamper for Max 2 (ordered) Mold for Protector wheelchair cushion that is also used for the Ultimate Purple All other production seat cushion molds Lumbar cushion molds MUD Molds Pillow Mold

Appears in 1 contract

Sources: Confidential Assignment and License Back (Purple Innovation, Inc.)

Amendment and Integration. This Agreement constitutes the entire agreement among the Parties hereto and may not be amended or modified without the prior consent of the other Party, given in writing. This Agreement supersedes all prior agreements and understandings among the Parties with respect to the subject matter hereof; provided, however, that, for the avoidance of doubt, the March 3, 2017 Confirmatory Assignment (regarding patents) and Confirmatory Assignment (regarding trademarks), entered into for filing with the United State Patent and Trademark Office, the March 3, 2017 Exclusive License Agreement (regarding trademarks not yet assignable) and the April 11, 2017 Assignment, are agreed to continue to be in full force and effect notwithstanding this Agreement that is dated to be effective prior to those agreements. EdiZONE, LLC /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ 1 November 2017 March 14, 2018 By: ▇▇▇▇▇ ▇▇▇▇▇▇ Date Title: Manager Purple Innovation, LLC /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ November 1March 14, 2017 2018 By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Date Title: CEO General Counsel 1 U.S. ELASTOMERIC PODALIC PADS 6,187,837 2 U.S. GELATINOUS ELASTOMER 6,797,765 3 U.S. MULTI-WALLED GELASTIC MATERIAL* 7,730,566 4 U.S. MULTI-WALLED GELASTIC MATERIAL* 7,823,233 5 U.S. MULTI-WALLED GELASTIC MATERIAL* 7,823,234 6 U.S. MULTI-WALLED GELASTIC MATERIAL* 7,827,636 10 U.S. PORTABLE CUSHIONS INCLUDING DEFORMABLE WALL MEMBERS, AND RELATED METHODS 9,051,169 11 U.S. SMALL FOOTPRINT APPARATUS, METHOD, AND TOOLING FOR MOLDING LARGE THERMOPLASTIC PARTS 9,446,542 17 U.S. BAG FOR SHIPPING A CUSHION AND RELATED METHODS 15/063,114 18 U.S. CUSHION COVER WITH INTEGRALLY KNIT, HIGH-RELIEF GRAPHIC FEATURE AND CUSHIONS EMPLOYING SUCH CUSHION COVERS 15/063,143 20 U.S. PACKAGED MATTRESS CUSHION 29/557,162 21 U.S. MATTRESS CUSHION 29/557,601 [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] 29 U.S. GELATINOUS COMPOSITE ARTICLE AND CONSTRUCTION* 6,099,951 30 U.S. GELASTIC HEEL CARE DEVICE AND METHOD* 6,200,284 31 U.S. GELATINOUS COMPOSITE ARTICLE AND CONSTRUCTION* 6,447,865 32 U.S. SUPPORTED HYPO/HYPERTHERMIA PAD* 6,606,754 33 U.S. GELATINOUS COMPOSITE ARTICLE AND CONSTRUCTION* 6,767,621 34 U.S. METHOD OF MAKING A GELATINOUS COMPOSITE* 6,843,873 35 U.S. SUPPORTED HYPO/HYPERTHERMIA PAD* 6,871,365 36 U.S. SCREED MOLD METHOD 7,666,341 37 U.S. ALTERNATING PATTERN GEL CUSHION ELEMENTS AND RELATED METHODS (XOGELTM) 8,075,981 38 U.S. RIBBED GEL (X-GEL) 8,424,137 39 U.S. CUSHIONS COMPRISING CORE STRUCTURES AND RELATED METHODS (GEL CORETM) 8,628,067 40 U.S. GEL PUTTIES ... (FLOWZTM) 9,315,648 41 U.S. CUSHIONING ELEMENTS COMPROMISING ELASTOMERIC (QOOLTM) 8,784,982 42 U.S. CUSHIONS COMPRISING DEFORMABLE MEMBERS AND RELATED METHODS (POCKETED GELTM) 8,932,692 43 U.S. BREATHABLE GEL (BREATHETM) 13/420,999 Other: Any and all foreign national patents which may be issued covering what is claimed in the above-listed patents and patent applications, and the applicable claims of any and all reissued patents, reexamined patents, corrected patents and continuation patents based on any of them, not limited to the following: 45 CA PACKAGED MATTRESS CUSHION 169908 46 CA MATTRESS CUSHION 169909 47 CA MULTI-WALLED GELASTIC MATERIAL* 2,610,549 48 AU PACKAGED MATTRESS CUSHION 201614284 49 AU MATTRESS CUSHION 201614795 50 CN PACKAGED MATTRESS CUSHION 20163046279.7 51 CN MATTRESS CUSHION 201630427017.5 52 EU MULTI-WALLED GELASTIC MATERIAL* EP2,623,081 53 EU MULTI-WALLED GELASTIC MATERIAL* EP1,935,388 54 WO MULTI-WALLED GELASTIC MATTRESS SYSTEM* PCT/US11/48431 55 CA CUSHIONING ELEMENTS COMPRISING ELASTOMERIC MATERIAL AND METHODS OF FORMING SAME 2,834,087 * These patents and applications are assigned by Stryker’s predecessor-in-interest, Gaymar Industries, in accordance with the documents attached as Exhibits G through I and assignments attached as Exhibit L, and they are included in this transfer solely to the extent of the rights held by EdiZONE as stated therein. [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] Other: Any and all other trade secrets currently known by EdiZONE at this time to fully practice the inventions in the patents and patent applications listed in Schedule A provided such trade secrets are owned by EdiZONE at the time of this Agreement and to the extent such assignment is not prohibited by other agreement. U.S. common law, federal and state trademark and service ▇▇▇▇ rights and all foreign trademark and service ▇▇▇▇ rights to the marks: 1 U.S. WONDERGEL 4,060,026 2 WONDERGEL ORIGINAL 3 WONDERGEL EXTREME 4 DOUBLEGEL 5 DOUBLEGEL PLUS 6 DOUBLEGEL ULTRA 7 ROLL N’ GO 8 FOLD N’ GO 9 U.S. PURPLE 5,005,282 10 NZ PURPLE 1290946 11 EU PURPLE 1290946 12 CN PURPLE 1290946 13 AU PURPLE 1290946 14 CA PURPLE 1,760,844 15 PURPLE BED 16 PURPLE TOP 17 PURPLE PILLOW 18 PORTABLE PURPLE 19 EVERYWHERE PURPLE 20 SIMPLY PURPLE 21 LITE PURPLE 22 ROYAL PURPLE 23 DOUBLE PURPLE 24 DEEP PURPLE 25 ULTIMATE PURPLE 26 PURPLE BACK 27 U.S. EQUAPRESSURE 4,060,095 28 U.S. EQUAGEL 4,060,027 29 EQUAGEL STRAIGHT COMFORT 30 EQUAGEL GENERAL 31 EQUAGEL PROTECTOR 32 EQUAGEL ADJUSTABLE 33 U.S. TOSS-IT 4,063,431 34 U.S. PURPLE – Color ▇▇▇▇ (mattress) 87195495 Other: All variations of the above. All copyright to past and present versions of ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇, logos, graphics, videos and any and all other marketing and promotional materials promoting WonderGel, LLC’s and EquaPressure, LLC’s products provided such copyright is owned by EdiZONE at the time of this Agreement and to the extent such assignment is not prohibited by other agreement. Registration Number: TX0008174016 Date: 2015-05-22 Application Title: About WonderGel. Title: About WonderGel. Description: Electronic file (eService) Copyright Claimant: WonderGel, LLC. Date of Creation: 2011 Date of Publication: 2011-12-01 Nation of First Publication: United States Authorship on Application: WonderGel, LLC, employer for hire; Domicile: United States; Citizenship: United States. Authorship: text. Rights and Permissions: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, WonderGel, LLC, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇, ▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ Copyright Note: C.O. correspondence. Names: WonderGel, LLC For Making Mattresses: Stainless oil tank that was part of original building purchase Black poly oil tank [**] [**] [**] Blue Cement Mixer and Associated Scales White cement mixer (new) no motor yet [**] Mattress Max 1 (in use) Mattress Max top mold (in use) Mattress Max bottom mold (in use) Mattress Max 3.5" top mold (for Purple Plus future product) Mattress Max 3.5" bottom mold (for Purple Plus future product) Purple trimming/inspecting tables Large roll-fed plastic grinder 2 Powdering and/or Powder-Removal machines Large scrimming system Loss in Weight Feeders for Mattress Max 1, being installed Adhesive lamination machine Lamination tamper Mattress conveyer system with 90 degree transfer Sock stuffer with two sewing heads Flipper for sock stuffer Cover-installing table 2 mattress roll packing machines (from China) C3 roll packing machine I-pads for station data input Pallet jacks currently used for mattress production Hand trucks currently used for mattress production Pallet racks containing actively used Purple Bed inventory Mattress Max 2 (being manufactured by Central Valley Machine, Logan, UT) Mattress Max 3 (being manufactured in China) Mattress Max 4 (being manufactured in China) Forklift for Purple West (ordered) Yellow Stand-Up Forklift Mold Top for Max 2 (built at Alpine) Mold Bottom for Max 2 (built at Alpine) Mold Top for Max 3 (being built in China) Mold Bottom for Max 3 (being built in China) Mold Top for Max 4 (being built in China) Mold Bottom for Max 4 (being built in China) 4 Extruders (one complete and shipped, others being built in China) Bag stuffer custom made for C3 roll packer C3 roll packing machine for Mattress Max 2 (ordered) C3 glue lamination machine with tamper for Max 2 (ordered) Mold for Protector wheelchair cushion that is also used for the Ultimate Purple All other production seat cushion molds Lumbar cushion molds MUD Molds Pillow Mold

Appears in 1 contract

Sources: Confidential Assignment and License Back (Purple Innovation, Inc.)