TRADEMARK ASSIGNMENT

Exhibit 10.11

TRADEMARK ASSIGNMENT

This Trademark Assignment (this “Assignment”) is effective as of February 12, 2020, by and among XXXXX XXXXXXX, as Assignee of DAI Holding, LLC pursuant to that certain Trust Agreement and Assignment for the Benefit of Creditors (the “Assignor”) and TA Outfitters, LLC an Ohio limited liability company (“Assignee”) with a principal place of business at 0000 Xxxxx Xxxx, Xxxx Xxx, XX 00000, and is made in connection with that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of the date hereof, by and among Assignor and Assignee. All capitalized terms used but not defined in this Assignment have the meanings given to them in the Purchase Agreement.

1. Assignment. Assignor, for good and valuable consideration received, hereby sells, assigns and transfers to Assignee, its successors and assigns, pursuant to the terms and conditions of the Purchase Agreement, all of the Assignor’s worldwide rights, title, and interests in and to the trademarks and service marks included in the Purchased Assets (the “Acquired Marks”), including, without limitation, the trademarks and service marks set forth in the attached Schedule A, and including without limitation (a) all registrations and applications of the Acquired Marks, (b) all common law rights in and to the Acquired Marks, (c) the goodwill of the business symbolized by and associated with the Acquired Marks, and (d) any and all legal actions and rights and remedies at law or in equity for past, present, or future infringements, misappropriations, or other violations of the Acquired Marks, including, without limitation, the right to sue for, collect, and retain all damages, profits, proceeds, and all other remedies associated therewith. Assignor and Assignee expressly acknowledge and agree that, pursuant to the Purchase Agreement, Assignee is the successor to the business of Assignor to which the Acquired Marks pertain, which business is ongoing and existing.

2. Recordation. Assignor hereby authorizes and requests the United States Patent and Trademark Office, and any other official throughout the world whose duty it is to register and record ownership in trademark registrations and applications, to record Assignee as the assignee and owner of any and all of the Assignor’s rights in the Acquired Marks.

3. Terms of Purchase Agreement. All the terms of the Purchase Agreement are incorporated herein by this reference. In the event of a conflict between the terms and conditions of this Assignment and the terms and conditions of the Purchase Agreement, the terms and conditions of the Purchase Agreement will govern, supersede, and prevail. Notwithstanding anything to the contrary in this Assignment, nothing herein is intended to, nor will it, limit or otherwise alter the representations, warranties, covenants, and obligations of the parties contained in the Purchase Agreement or the survival thereof.

4. Successors and Assigns. This Assignment will be binding upon and enforceable against Assignor and its respective successors and permitted assigns and will inure to the benefit of and be enforceable by Assignee and its successors and permitted assigns.

5. No Third-Party Beneficiary. There are no intended third party beneficiaries of this Agreement.

6. Governing Law. This Assignment will be governed by and construed in accordance with the domestic Laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the Commonwealth of Massachusetts.

7. Severability. Any term or provision of this Assignment that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. It is understood that any finding of invalidity of one assignment as effected hereby will not affect the assignment of other Acquired Marks.

8. Counterparts. This Assignment may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. An executed signature page of this Assignment delivered by facsimile or PDF transmission will be as effective as an original executed signature page.

[Signature Page Follows]

2

IN WITNESS WHERE OF, the parties have executed this Trademark Assignment as of the date first written above.

XXXXX XXXXXXX, AS ASSIGNEE OF DAI HOLDING, LLC
By	/s/ Xxxxx Xxxxxxx
Name:	Xxxxx Xxxxxxx
Title:	Assignee
Commonwealth of Massachusetts
County of

On the          day of February 2020, before me, personally appeared XXXXX XXXXXXX, Assignee of DAI Holding, LLC, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Accepted by:

TA Outfitters, LLC
By:	/s/ Xxxxxx Xxxxx
Name:	Xxxxxx Xxxxx
Title:	Manager

Schedule A

Acquired Marks

Territory Ahead United States Registered and Pending Marks

SERIAL/CASE NO.		REG. NO.		MARK		GOODS / SERVICES
		2128829		Miscellaneous Design (Compass World)		Class 16 (CANCELLED): [ catalogs in the fields of wearing apparel, luggage and personal accessories ].
						Class 35: retail store and mail order services in the fields of wearing apparel, luggage and personal accessories.
		1636156		Miscellaneous Design (COMPASS WORLD)		Class 18: [ MEN’S ] [ PERSONAL DRAWSTRING POUCHES, ][ BRIEFCASES, AND TOILETRY CASES SOLD EMPTY ].
						Class 25: CLOTHING, NAMELY, PANTS, KNIT TOPS, WOVEN SHIRTS, SWEATERS, JACKETS, BOXER SHORTS, SOCKS, TIES, SCARVES, BELTS, AND GLOVES.
		1636913		THE TERRITORY AHEAD		Class 18: MEN’S [ PERSONAL DRAWSTRING POUCHES, ] BRIEFCASES AND TOILETRY CASES SOLD EMPTY.
						Class 25: CLOTHING, NAMELY, PANTS, KNIT TOPS, SHIRTS, SWEATERS, JACKETS, BOXER SHORTS,
						SOCKS, TIES, SCARVES,
						BELTS, AND GLOVES.
		2132340		THE TERRITORY AHEAD (Typed Drawing)		Class 16 (CANCELLED): [ catalogs in the fields of wearing apparel, luggage and personal accessories ].
						Class 35: retail store and mail order services in the fields of wearing apparel, luggage and personal accessories.