Assignment & Assumption Agreement

Between Subvert Cooperative LCA and Subvert, Inc. PBC

This Assignment and Assumption Agreement ("Agreement"), dated as of March 17th, 2025 (the "Effective Date") is between Subvert Co-Op, a Colorado limited cooperative association ("Assigning Party") and Subvert, Inc., a Delaware Public Benefit Corporation ("Assuming Party"), (collectively, the "Parties," or each, individually, a "Party").

Recitals

A. Assigning Party desires to assign Assigning Party’s rights, title, and interests in and to the Technology Platform (as more particularly described in and defined by the contents of Exhibit A) and all related intellectual property rights to Assuming Party, and Assuming Party desires to assume all such rights, title, interests and related obligations.

1. Definitions

"Knowledge" means, with respect to Assigning Party, the actual and reasonably determinable knowledge of Assigning Party.

"The Technology Platform" means an online marketplace that enables independent musicians and labels to sell digital downloads, physical media, and merchandise directly to their supporters.

"Intellectual Property Rights" means all rights, title, and interest in and to: (a) any and all patents and patent applications (including all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof); (b) copyrights, copyright registrations and applications, mask work rights and database rights; (c) trade secrets, know-how, inventions, methods, processes and processing instructions, technical data, specifications, techniques, customer and supplier lists, and confidential information; (d) trademarks, service marks, trade names, domain names and trade dress; (e) any other proprietary rights in technology, software code (in any form, including source code and executable or object code), documentation, algorithms, databases, and data; and (f) all registrations and applications for registration of any of the foregoing, in each case related to the Technology Platform developed or owned by the Assigning Party.

2. Assignment and Assumption

2.1 Assignment.

Assigning Party hereby irrevocably assigns, transfers, and conveys to Assuming Party all of Assigning Party’s right, title, and interest in and to the Technology Platform and all associated Intellectual Property Rights.

2.2 Assumption.

Assuming Party hereby assumes and agrees to perform all of Assigning Party’s duties, liabilities, and obligations under or relating to the Technology Platform and Intellectual Property Rights that arise from and after the Effective Date.

2.3 Scope of Intellectual Property Assignment.

Assigning Party hereby assigns to Assuming Party all Intellectual Property Rights in and to the Technology Platform, including but not limited to any software, source code, documentation, user interfaces, algorithms, and associated data.

2.4 Rights to Improvements and Derivatives.

The assignment includes all rights to any improvements, modifications, or derivative works of the Technology Platform made by or on behalf of the Assigning Party.

2.5 Transfer of Related Materials.

Assigning Party agrees to deliver to Assuming Party, within fifteen (15) business days (or such other period as may be agreed in writing between the Parties) of the Effective Date, all materials related to the Technology Platform in its possession or control, including but not limited to: (a) all design documents, technical specifications, user manuals, and documentation; (b) all source code and object code; (c) all development tools and environments; (d) all test suites and testing materials; (e) all data and databases; and (f) all other materials necessary for the operation, maintenance, and further development of the Technology Platform. Assigning Party shall provide reasonable technical assistance, at Assigning Party’s expense, to Assuming Party for sixty (60) days following the Effective Date to facilitate the transfer of such materials.

3. Representations and Warranties

3.1 Authority and Capacity.

Each party represents and warrants that it has full authority and capacity to enter into this Agreement and to perform its obligations hereunder.

3.2 Ownership and No Infringement.

The Assigning Party represents and warrants that it is the sole and exclusive owner of all rights, title, and interest in and to the Technology Platform, free and clear of any liens, encumbrances, or claims from third parties, and that to the Knowledge of Assigning Party, the Technology Platform does not infringe upon or violate any intellectual property rights of any third party.

3.3 No Conflicts.

The Assigning Party represents and warrants that the execution, delivery, and performance of this Agreement will not conflict with, or result in a breach of, any agreement, contract, law, rule, regulation, or order to which the Assigning Party is a party or by which it is bound.

3.4 Valid and Binding Obligation.

The Assigning Party represents and warrants that this Agreement constitutes a valid and binding obligation of the Assigning Party, enforceable in accordance with its terms.

3.5 Due Diligence.

The Assuming Party represents and warrants that it has conducted and completed all necessary due diligence regarding the Technology Platform and accepts it in its present condition.

3.6 Compliance with Laws.

Both parties represent and warrant that they will comply with all applicable laws, statutes, regulations, and ordinances in the performance of their obligations under this Agreement.

3.7 No Litigation.

Both parties represent and warrant that there is no action, suit, proceeding, or investigation pending or, to their knowledge, threatened against either party that would restrict or interfere with the performance of their obligations under this Agreement.

3.8 Survival Clause.

Each of these representations and warranties is made as of the date of this Agreement and shall survive the execution and delivery of this Agreement.

4. Indemnification

4.1 Assigning Party’s Indemnification.

Assigning Party will defend and indemnify Assuming Party for, from, and against any and all claims, actions, proceedings, damages, liabilities, and expenses of every kind, whether known or unknown, including but not limited to reasonable attorney’s fees, resulting from or arising out of:

(a) Assigning Party’s breach of any representation or warranty in this Agreement; or

(b) Assigning Party’s obligations under the Agreement arising on or before the date of this Agreement.

(c) Any third party claim alleging that the Technology Platform infringes or misappropriates any intellectual property rights of such third party, to the extent such claim is based on the Technology Platform as it existed on or prior to the Effective Date.

4.2 Assuming Party’s Indemnification.

Assuming Party will defend and indemnify Assigning Party for, from, and against any and all claims, actions, proceedings, damages, liabilities, and expenses of every kind, whether known or unknown, including but not limited to reasonable attorney’s fees, resulting from or arising out of Assuming Party’s obligations arising after the date of this Agreement.

5. General

5.1 Binding Effect.

This Agreement will be binding on the parties and their respective heirs, personal representatives, successors, and permitted assigns, and will inure to their benefit.

5.2 Severability.

If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement will not be impaired.

5.3 Further Assurances.

The parties will sign other documents and take other actions reasonably necessary to further effect and evidence this Agreement.

5.4 Governing Law.

This Agreement is governed by the laws of the State of New York without giving effect to any conflict-of-law principle that would result in the laws of any other jurisdiction governing this Agreement.

5.5 Venue.

Any action, suit, or proceeding arising out of the subject matter of this Agreement will be litigated in courts located in the State of New York. Each party consents and submits to the jurisdiction of any local, state, or federal court located in New York.

5.6 Attorney’s Fees.

If any arbitration, action, suit, or proceeding is instituted to interpret, enforce, or rescind this Agreement, or otherwise in connection with the subject matter of this Agreement, including but not limited to any proceeding brought under the United States Bankruptcy Code, the prevailing party on a claim will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party’s reasonable attorney’s fees and other fees, costs, and expenses of every kind, including but not limited to the costs and disbursements specified in applicable court rules, incurred in connection with the arbitration, action, suit, or proceeding, any appeal or petition for review, the collection of any award, or the enforcement of any order, as determined by the arbitrator or court.

5.7 Entire Agreement.

This Agreement contains the entire understanding of the parties regarding the subject matter of this Agreement and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of this Agreement.

5.8 Acknowledgment of Legal Representation and Indemnification.

Both Parties hereby acknowledge and confirm that the attorneys of Jason Wiener|p.c., a public benefit corporation ("Law Firm"), have drafted this Agreement. Each Party acknowledges that it has been advised to seek independent legal counsel regarding the contents of this Agreement and the implications thereof. Each Party further acknowledges that it has either obtained such independent legal advice or voluntarily chooses not to do so. Accordingly, both Parties agree that they are not relying upon the Law Firm to represent their individual interests in connection with the negotiation, drafting, or content of this Agreement.

To the maximum extent allowable by law, both Parties hereby agree to hold the Law Firm, together with its agents, employees, and representatives, harmless from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with the services provided by the Law Firm in relation to this Agreement. This indemnification shall survive the termination of this Agreement and the completion of the services provided by the Law Firm under this Agreement.