IP Assignment Agreement

Intellectual Property Assignment Agreement LABAU Holdings, LLC to LABAU Holdings, Inc.

THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this \u201CAgreement\u201D) is entered into and made effective as of __________________, 20____ (the \u201CEffective Date\u201D), by and between LABAU HOLDINGS, LLC, a limited liability company (\u201CAssignor\u201D), and LABAU HOLDINGS, INC., a Delaware corporation (\u201CAssignee\u201D), each a \u201CParty\u201D and together the \ u201CParties.\u201D

RECITALS WHEREAS, Assignor was the original operating entity through which the LABAU business was founded and developed, and in whose name certain intellectual property described herein was created, filed or registered; WHEREAS, the LABAU business has been reorganized and is now conducted through Assignee, a Delaware corporation, in connection with the Company\u2019s capitalization and financing; WHEREAS, Assignor desires to assign, transfer and convey to Assignee, and Assignee desires to acquire, all of Assignor\u2019s right, title and interest in and to the intellectual property described herein, effective as of the Effective Date; and WHEREAS, the Parties intend that Assignee shall hold clear and unencumbered title to all such intellectual property as the sole operating entity of the LABAU business; NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Assignment 1.1 General assignment. Assignor hereby irrevocably sells, assigns, transfers and conveys to Assignee, and Assignee hereby accepts, all of Assignor\u2019s worldwide right, title and interest in and to the Assigned IP (as defined in Section 2), including without limitation all rights to sue and recover for past, present and future infringement, misappropriation or violation thereof, and all rights to apply for, prosecute, maintain, renew and enforce the same.

1.2 Effective as of Effective Date. This assignment is effective as of the Effective Date and applies to the Assigned IP in the form and status it holds as of that date, together with all applications, registrations and rights arising or maturing therefrom thereafter. 1.3 No retained rights. Assignor retains no right, title, license or interest of any kind in or to the Assigned IP following the Effective Date, except as may be expressly granted back under Section 5, if any.

2. The Assigned IP 2.1 Patents. All right, title and interest in and to the following United States provisional patent applications, together with any and all patents issuing therefrom, any continuations, continuations-in-part, divisionals, reissues, reexaminations and extensions thereof, and all corresponding foreign applications and patents:

AP P LIC AT I ON

TITLE

PPA-001

209 LABAU: Event-Triggered AI Style Engine

PPA-002

Multi-Retailer Cart Aggregation with Split-Payment Routing & Unified Delivery Coordination

PPA-003

209 LABAU: On-Demand AI Styling Lab

PPA-004

LABAU Core Platform System

PPA-005

Multi-Vertical Lifestyle Delivery Platform

PPA-006

AI Styling System with Authenticated Resale Inventory Integration

PPA-007

AI-Generated Lifestyle Planning System

2.2 Trademarks. All right, title and interest in and to the mark LABAU, United States Trademark Application Serial No. 99689795, together with all common law rights, goodwill and any registration issuing therefrom, and all other trademarks, service marks, trade names, logos and brand assets used in connection with the LABAU business, whether or not the subject of a pending application. 2.3 Copyrights. All right, title and interest in and to all copyrightable works created for or in connection with the LABAU business prior to the Effective Date, including without limitation the Platform Technical Specification, the Member Experience Specification, all software source code, all financial models, all business plans and strategic documents, all brand and marketing collateral, and all other written, visual and creative works, whether or not registered with the United States Copyright Office. 2.4 Trade secrets and know-how. All right, title and interest in and to all trade secrets, confidential information, know-how, processes, methods and proprietary information relating to the LABAU business, including without limitation the card-tap dispatch mechanism described in the drafted PPA-008 application.

2.5 Domain names and accounts. All right, title and interest in and to labau.com and any other domain name, together with all social media accounts, developer accounts, hosting accounts and online registrations held in Assignor\u2019s name in connection with the LABAU business. 2.6 Software and technical work product. All right, title and interest in and to any software, code, architecture, design and technical work product created in connection with the LABAU business prior to the Effective Date, including any work product created under the Confidential Information and Invention Assignment Agreement between the Company and its technical co-founder, to the extent such rights were held by Assignor. 2.7 Collectively, the \u201CAssigned IP.\u201D

3. Recordation 3.1 USPTO recordation. Promptly following execution, Assignee shall record this Agreement, or a shortform assignment consistent herewith, with the United States Patent and Trademark Office through the Electronic Patent Assignment System with respect to the patent applications identified in Section 2.1 and the trademark application identified in Section 2.2. 3.2 Copyright Office. Where any copyrightable work within the Assigned IP has been registered or is to be registered with the United States Copyright Office, Assignee shall record this Agreement or an appropriate short-form assignment with that office. 3.3 Further assurances. Assignor shall, at Assignee\u2019s reasonable request and expense, execute such further documents and take such further actions as may be reasonably necessary to perfect, record or evidence the assignment effected by this Agreement, including short-form assignments suitable for recordation with any patent, trademark or copyright office in any jurisdiction. 3.4 Power of attorney. Assignor hereby irrevocably appoints Assignee and its duly authorized officers and agents as Assignor\u2019s attorney-in-fact, with full power of substitution, to act on Assignor\u2019s behalf solely for the purpose of executing and recording any document necessary to perfect the assignment effected by this Agreement, should Assignor fail or be unable to do so within a reasonable time after Assignee\u2019s request.

4. Representations and Warranties 4.1 By Assignor. Assignor represents and warrants that: (a) it is the sole and exclusive owner of the Assigned IP, free and clear of all liens, encumbrances and security interests; (b) it has not previously assigned, licensed or encumbered any of the Assigned IP in a manner inconsistent with this Agreement; (c) it has full right, power and authority to enter into this Agreement and to make the assignment effected hereby; and (d) to Assignor\u2019s knowledge, the Assigned IP does not infringe the intellectual property rights of any third party.

4.2 By Assignee. Assignee represents and warrants that it has full right, power and authority to enter into this Agreement and to accept the assignment effected hereby.

5. No License Back Except as the Parties may separately agree in writing, Assignor is granted no license, right or interest of any kind in or to the Assigned IP following the Effective Date. Assignor acknowledges that, following the Effective Date, it shall have no operating business and no need for any license to the Assigned IP.

6. Wind-Down of Assignor 6.1 No further operations. The Parties acknowledge that Assignor\u2019s operating activities have been succeeded by Assignee, and that Assignor holds no material assets other than the Assigned IP as of the Effective Date. 6.2 Dissolution. Nothing in this Agreement obligates Assignor to dissolve or wind down, but the Parties anticipate that Assignor may be dissolved in accordance with applicable law following recordation of the assignments contemplated herein, at the Company\u2019s discretion.

7. General 7.1 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of law principles. 7.2 Entire agreement. This Agreement constitutes the entire agreement between the Parties as to its subject matter and supersedes all prior discussions and agreements with respect thereto. It may be amended only by a writing signed by both Parties. 7.3 Binding effect. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns. 7.4 Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original.

Agreed and Accepted

LABAU HOLDINGS, LLC (\u201CAssignor\u201D) Signature: ______________________________________ Printed Name: Kristina Charles

Title: Managing Member Date: ____________________________

LABAU HOLDINGS, INC. (\u201CAssignee\u201D) Signature: ______________________________________ Printed Name: Kristina Charles Title: Founder & Chief Executive Officer Date: ____________________________

Schedule A — Patent Applications Assigned PPA-001 — USPTO application number ______________________________ PPA-002 — USPTO application number ______________________________ PPA-003 — USPTO application number ______________________________ PPA-004 — USPTO application number ______________________________ PPA-005 — USPTO application number ______________________________ PPA-006 — USPTO application number ______________________________ PPA-007 — USPTO application number ______________________________ Filing date (all applications) ______________________________ Inventor of record (all applications) __________________________

Schedule B — Trademark Application Assigned Mark ____________________________________________ USPTO Serial No. __________________________________ Filing date __________________________________ Current status __________________________________

Schedule C — Domains and Accounts Primary domain ______________________________________

Additional domains, if any ________________________________ Hosting account ______________________________________ Developer accounts (Apple, Google, etc.) __________________________ Social media accounts __________________________________

Schedule D — USPTO Recordation Confirmation To be completed by King & Jurgens LLC upon confirmation of recordation. EPAS reel and frame number — patents ______________________ EPAS reel and frame number — trademark ____________________ Date recorded __________________________________ Confirmed by ______________________________________