Trademark License Agreement CeraLOK 2026.docx

TRADEMARK USE AGREEMENT THIS TRADEMARK USE AGREEMENT (“Agreement”) is made and entered into this the 31 day of August, 2026, by and between Anderson Global Group, LLC, dba Anderson Advanced Ingredients with its office located at 2030 Main Street Suite 430, Irvine, CA 92614 (the "Company") and FEMSTATE LLC, with its office located at 221 E 4TH ST STE 2300, CINCINNATI, OH 45202 (the “Reseller”). 1. APPOINTMENT. (a) The Company hereby appoints Reseller to act as a marketer of the proprietary ingredients identified in Exhibit A (the "Proprietary Ingredients"), under Reseller’s own label and Reseller hereby accepts said appointment and agrees to utilize the trademarks associated with the Proprietary Ingredients in such capacity in accordance with the terms and conditions set forth in this Agreement. (b) The Company as a representative for the holder of the intellectual property hereby grants to Reseller and Reseller hereby accepts from the Company a non-exclusive, nontransferrable license to use those trade-marks listed in Exhibit A (the “Trade-marks”) in any market throughout the world, in association with the marketing, advertisement, promotion and sale of their products. The Reseller is not entitled to grant any sublicenses in respect of the Trade-marks. 2. DUTIES OF RESELLER. Reseller hereby agrees to the following: (a) To comply with all applicable laws, regulations, standards and codes of conduct in formulating, marketing, promoting and selling products containing the Proprietary Ingredients. (b) To utilize the verbiage and logo requirements as described in Attachment A on the product label for any product containing the Proprietary Ingredients and to provide a copy of the product label and any subsequent changes to the product label to the Company. (c) To utilize not less than forty milligrams (40mg) of the Proprietary Ingredient per daily dose of any product produced. (d) To ensure that all products sold containing the Proprietary Ingredients contain the amount of the Proprietary Ingredients as stated on the applicable Labels and Packaging and purchase the Proprietary Ingredients exclusively from the Company during the Term. (e) To store the Proprietary Ingredients in a cool, dry environment under sanitary conditions and otherwise in compliance with any reasonable directives that the Company advises Reseller of from time to time. (f) To require its contract manufacturers to provide purchase order and shipment records in relation to the Company’s Proprietary Ingredients and will ensure that the amount of the Proprietary Ingredients purchased coincides with the amount of finished products provided by the contract manufacturer. (g) The Reseller shall indemnify the Company for direct damages awarded, arising from any intentional or negligent act or omission on the part of Reseller or its employees, or agents in the formulation, handling, labelling, packaging, marketing, advertisement, storage, distribution 2 or sale of the Proprietary Ingredients or any third party claims for personal injury or death relating to the Licensed Products, to the extent such injury or death is not covered by the Company’s indemnity in Section 3 herein. 3. DUTIES OF THE COMPANY. In consideration of the services to be performed by Reseller pursuant to Section 2 hereof, the Company hereby agrees: (a) To provide Proprietary Ingredients that are compliant with the Product Specifications and to be free from physical or manufacturing defects when shipped to Reseller. In order to avail itself of the remedy set out below, Reseller shall report to the Company in writing any non-compliance or defect in the Proprietary Ingredients, within 30 days after delivery of the Proprietary Ingredients to Reseller. In the event of a valid claim by Reseller under this warranty, the Company may, at its sole option, cure the non-compliance or defect, replace the Proprietary Ingredients, or refund the purchase price. (b) To notify the reseller of any change in price structure a minimum of 90 days before any such change. (c) To notify the reseller of any unique supply issues related to the Proprietary Ingredients including but not limited to shortages, regulatory compliance, testing methodologies, physical characteristics or manufacturing challenges. (d) The Company shall indemnify, defend and protect the Reseller, holding the Reseller free and harmless from any and all claims, action, demand, liability, damage, loss and expense, in all of the following: (i) any defect or alleged defect in the Products or the purchase or use of the Products; (ii) any product marketing claims formally made by the Company; (iii) any patent or trademark claims; or (iv) any regulatory non-compliance circumstances. 4. TERM; TERMINATION. This Agreement shall be in effect for a period of three years (the “Term”) from the date set forth above (the “Effective Date”). After the initial Term, the parties may renew the Agreement for another three years upon prior written agreement. Notwithstanding the above, Company may terminate the Agreement without cause upon 120 days advanced written notice. 5. NOTICES. Any notice required, permitted or desired to be given pursuant to any of the provisions of this Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered in person or sent by certified or registered mail, return receipt requested, postage and fees prepaid, to the parties at their addresses as set forth above. Any of the parties hereto may at any time and from time to time change the address to which notice shall be sent hereunder by notice to the other party given under this paragraph. The date of the giving of any notice sent by mail shall be the date of the posting of the mail. 6. NO ASSIGNMENT. Reseller shall not assign this Agreement or sublicense this Agreement without the Company’s prior written consent. 7. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and no amendment or modification hereof shall be valid or binding unless made in writing and signed by the party against whom enforcement thereof is sought. 3 8. WAIVER. No course of dealing or any delay on the part of the Company in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach of this Agreement shall be deemed a continuing waiver or a waiver of any other breach or default. 9. SEVERABILITY. If any clause, paragraph, section or part of this Agreement shall be held or declared to be void, invalid or illegal, for any reason, by any court of competent jurisdiction, such provisions shall be ineffective, but shall not in any way invalidate or affect any other clause, paragraph, section or part of this Agreement. 10. EXECUTION; GOVERNING LAW; JURISDICTION; ARBITRATION. (a) This Agreement shall not be binding upon the Company until it has been executed on behalf of the Company by a duly authorized officer of the Company. (b) This Agreement and all purchases made hereunder shall be governed by the laws of the state of California. 11. CONFIDENTIAL INFORMATION. (a) Any commercial information, technical information and know-how regarding AGG’s development or manufacture of the Proprietary Ingredients which is acquired by Reseller during the Term shall be kept confidential, shall not be disclosed by Reseller to any third party and shall be used by Reseller only for the purposes expressly permitted under this Agreement. (b) Any commercial information, technical information and know-how regarding Reseller’s formulation, manufacture, marketing and/or sale of the Licensed Products which is acquired by AGG during the term shall be kept confidential, shall not be disclosed by AGG to any third party and shall be used by AGG only for purposes expressly permitted by this Agreement. (c) The mutual obligations of confidentiality provided by the parties pursuant to this Section 11 shall not apply to information supplied by a disclosing party that: (a) has entered the public domain through no fault of the disclosee; (b) is already known by the disclosee at the time of disclosure; (c) is obtained by the disclosee from another source, other than by breach of a confidentiality obligation owed to the disclosing party; or (e) was independently developed by the disclosee without breach of this Agreement. The parties shall return to each other all materials constituting or containing each other’s confidential information upon the termination of this Agreement. 12. DEFAULT. In the event of a material breach by either party of the terms and conditions of this Agreement (a “Default”), the nonbreaching party may give the other party written notice of such Default. In the event the Default is remedied within twenty (20) days following such notice, the notice shall be null and void. If such Default is not remedied within such twenty (20) day period, the nonbreaching party may terminate this Agreement upon the expiration of such remedy period. The rights of termination referred to in this Agreement are not intended to be exclusive and are in addition to any other rights available to the parties in law or in equity. 4 IN WITNESS WHEREOF, the parties hereto or their duly authorized Resellers, have signed these presents as of the day and year first above written. FEMSTATE LLC By: _______________________________ Name: Title: ANDERSON GLOBAL GROUP, LLC By: ________________________________ Name: Title:Andrea Plaut Femstate Founder 5 ATTACHMENT A PROPRIETARY INGREDIENT TRADEMARK & USAGE INSTRUCTION LIST (Additional Marks to Be Added) 1. CeraLOK® Required Label Verbiage: CeraLOK® is a registered trademark of Anderson Global Group, LLC Required Logo Usage: Use of the CeraLOK® logo is requested but not required on labels of product containing CeraLOK®. If not utilized on the product label, the CeraLOK® logo must be utilized in some form of the Reseller’s marketing materials. 2. TBD 3. TBD 4. TBD 5. TBD