Trademark License with Hoover Inc., dated January 29, 2015

TTI Floor Care is the owner of the Licensed Marks (as defined below).

Licensee wishes to obtain a license to use the Licensed Marks on and in connection with specified goods and/or services within the Territories (as defined below) and TTI Floor Care is willing to grant a license to Licensee to use the Licensed Marks on the terms and conditions set out in this Agreement.

DEFINITIONS

LICENSE GRANT

Nothing in this Agreement shall be construed as preventing or restricting, in any manner, TTI Floor Care's right to (i) use or to license any third party to use in any manner whatsoever the Licensed Marks within the Territories for products different from the Licensed Products, and to (ii) use or to license any third party to use in any manner whatsoever the Licensed Marks outside of the Territories.

All other rights not specifically granted to Licensee hereunder are reserved for the sole and exclusive benefit of TTI Floor Care both within and outside the Territories, including but not limited to special events and promotions (whether charitable or not); duty-free retail outlets; in-flight services; any catalogue offerings; television marketing; interactive television; direct mail marketing; retail outlet stores for the benefit of the employees of TTI Floor Care and its Affiliates; and the right to exploit, directly and indirectly; any and all other methods of promotion, marketing and distribution and sale of Licensed Products both within and outside the Territories.

ROYALTY STATEMENTS AND PAYMENTS, RECORDKEEPING, AND AUDITS

During the Term, Licensee shall pay to TTI Floor Care royalties in the amount of five percent (5%) of Net Sales of Licensed Products on a quarterly basis ("Royalties"). For purposes of computing Gross Sales, Net Sales and Royalties due, a sale shall be deemed to take place at the point at which Licensed Products are sold by Licensee or any authorized Affiliate of Licensee to: (i) wholesale or retail outlets; (ii) sales people or sales representatives; (iii) employees; (iv) ultimate consumers; or (v) any other person or entity to whom sales of Licensed Products are authorized under this Agreement.

Licensee shall also account for and pay to TTI Floor Care Royalties at the full rate and amount on the sale of all close-outs, end-of-season stocks and excess inventory (collectively "Closeouts") approved by TTI Floor Care in Section 12.2.1. The sale of Closeouts by Licensee shall not exceed five percent (5%) of total Net Sales of Licensed Products in any year of the Term.

Within thirty (30) days of the end of each calendar quarter, Licensee shall submit to TTI Floor Care a full and accurate statement showing the quantity, description, Gross Sales and Net Sales of all Licensed Products distributed and/or sold during the preceding calendar quarter and the total amount of Royalties due thereon. At the same time, Licensee shall pay to TTI Floor Care all such Royalties and all other payments due to TTI Floor Care as of that date. No amounts shall be withheld by Licensee by reason of an offset against amounts due from TTI Floor Care to Licensee or any of its Affiliates for any products or services or for any other reason. To the extent any Royalties are not timely paid, then in addition to all other remedies TTI Floor Care may have, TTI Floor Care shall be entitled to offset the Royalties due against any sums which TTI Floor Care or any of its Affiliates owes to Licensee. Any applicable taxes on the manufacture, distribution, and sale of Licensed Products shall be borne by Licensee.  Licensee shall render such statements to TTI Floor Care whether or not any sales of Licensed Products have been made during the preceding calendar quarter. Unless TTI Floor Care agrees to an alternative form, Licensee shall use the form of statement attached hereto as Exhibit 5. In its sole and exclusive discretion, TTI Floor Care may change the form of statement required to be used by Licensee upon written notice to Licensee.

Minimum Royalties for each contract year after the Initial Term shall be paid by Licensee in accordance with Section 3.2. No more than thirty (30) days after the end of each such calendar quarter, Licensee shall account for and remit to TTI Floor Care the amount by which earned Royalties on Net Sales of Licensed Products for that period exceeds the Minimum Royalties for such calendar quarter. In no event shall any difference between earned Royalties and Minimum Royalties in any calendar year affect Licensee's obligations to pay earned Royalties or Minimum Royalties in any other calendar year.

Licensee shall keep accurate books of account and records covering all transactions relating to the Licensed Products, which shall conform to generally accepted accounting principles. During the Term and for a period of two (2) years thereafter, upon advance notice, TTI Floor Care, or an auditor, accountant or other representative of TTI Floor Care, shall have the right to examine and to make copies or extracts of such books of account and records.  TTI Floor Care shall be entitled to exercise this right of examination at all reasonable times during normal business hours.  Licensee shall maintain all such books of account and records for a period of at least two (2) years following the expiration or termination of this Agreement.  To assist TTI Floor Care's examination, Licensee shall clearly differentiate in its books of account and records transactions and other information relating to the Licensed Products through a symbol used exclusively for that purpose or some other comparable method.  If Licensee's books of account and records do not comply with the requirements of this Section 3.4.1, then all findings of any auditor, accountant, or other representative of TTI Floor Care shall be deemed final.

Licensee shall also ensure that TTI Floor Care and its designees shall be afforded full, complete, and regular access at regular intervals during normal business hours and at TTI Floor Care's request, to all facilities (including facilities owned, operated, controlled or managed by a third party) engaged in the manufacture, packaging, labeling, shipment, storage and distribution of the Licensed Products and all components thereof, for purposes of review, inspection, assessment as to compliance with this Agreement, and review of all relevant books and records (including the right to make copies and extracts therefrom) relating to the Licensed Products.

QUALITY AND APPROVALS

TTI Floor Care acknowledges that Licensee may wish to retain one or more third parties to manufacture the Licensed Products solely for the account of Licensee.  Licensee shall notify TTI Floor Care in advance of the name and address of all such proposed third-party manufacturers and shall obtain TTI Floor Care's written approval before retaining any such manufacturer to produce any Licensed Products.  Any such third-party manufacturer so approved by TTI Floor Care and retained by Licensee shall be referred to as a "Manufacturer" for purposes of this Agreement. Licensee represents and warrants that it shall inform all Manufacturers of the obligations of this Agreement applicable to them.  Licensee's retention of a Manufacturer shall not relieve it of any obligations under this Agreement or constitute an excuse for any breach or nonperformance under this Agreement, nor shall it be deemed a sublicense of this Agreement.  Licensee shall be responsible and primarily liable for all activities and obligations of all Manufacturers with respect to the Licensed Products, including but not limited to the unauthorized disposition by any Manufacturer of any Licensed Products, Packaging, or Promotional Materials or other items bearing the Licensed Marks.  If TTI Floor Care so requests, Licensee shall require each Manufacturer to sign an agreement in form and substance acceptable to TTI Floor Care governing the manufacture, in whole or in part, of Licensed Products.  Should any Manufacturer utilize any Licensed Marks or Derivative Materials for any unauthorized purpose, Licensee shall cooperate fully in halting such conduct and shall be fully accountable to TTI Floor Care.  Should Licensee violate any provision of this Section 4.5 which violation causes TTI Floor Care to be subjected to any cost or expense, Licensee shall fully reimburse TTI Floor Care for such cost or expense.

Licensee shall take all steps to ensure that all Manufacturers and all other persons and entities used in connection with the manufacture, assembling, storage, shipment and distribution of the Licensed Products hereunder shall: comply with all legal requirements relevant to the conduct of their business and conduct their business in a manner in line with TTI Group's Business Partners Code of Conduct which can be found at the website www.ttigroup.com, which may be modified from time to time in TTI Group's sole discretion. All approved Manufacturers and others engaged pursuant to this provision shall provide regular reports and certification to TTI Floor Care that they are in compliance with all of the foregoing.

MARKING OF LICENSED PRODUCTS, PACKAGING AND PROMOTIONAL MATERIALS

Licensee shall use the trademark demarcations "®" or "TM" or such other designation as TTI Floor Care may from time to time dictate or approve in connection with the Licensed Marks on all Licensed Products, Packaging and Promotional Materials.

TTI Floor Care makes no representation or warranty that Licensee's compliance with the marking requirements of Section 5.1 shall ensure compliance with all laws, regulations, codes, and standards of all jurisdictions in the Territories, and Licensee remains responsible for ensuring such compliance.

Licensee shall place a notice on all Licensed Products, Packaging and Promotional Materials indicating that the Licensed Marks are the trademarks of the TTI Group and are being used under license.

DISTRIBUTION LIMITATIONS AND REQUIREMENTS

COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS

OWNERSHIP AND PROTECTION OF INTELLECTUAL PROPERTY

INDEMNIFICATION AND INSURANCE

REPRESENTATION AND WARRANTIES

TERMINATION

If Licensee commits any of the following Events of Default, TTI Floor Care shall have the right to terminate this Agreement immediately upon written notice to Licensee, which termination shall be deemed effective immediately without the need of any other ratifying act:

Licensee advertises, promotes, distributes or sells any Licensed Products not approved by TTI Floor Care;

Licensee distributes, displays or otherwise uses any Packaging or Promotional Materials not approved by TTI Floor Care;

Licensee distributes or sells any Licensed Products outside the Territories or sells or distributes any Licensed Products to any third party whom Licensee knows or has reason to know intends to resell or redistribute them outside the Territories;

Licensee sells any Licensed Products outside the Channels of trade without TTI Floor Care's prior written consent;

Licensee assigns or attempts to assign, sublicense, encumber, or otherwise transfer, in whole or in part, any right, title or interest in and to this Agreement or any rights or obligations hereunder without the prior written consent of TTI Floor Care;

Licensee violates the confidentiality agreement in Section 16 or the non-disparagement agreement in Section 18.6; or

A breach of this Agreement is committed by Licensee which is of the same nature, or which violates the same provision, as a breach of which TTI Floor Care has previously given Licensee notice.

If Licensee commits any of the following Events of Default and does not cure the Event of Default within thirty (30) days after receiving notice of it from TTI Floor Care, TTI Floor Care shall have the right to terminate this Agreement upon written notice to Licensee, such notice to be effective as of the thirtieth day without the need for any other ratifying act:

Licensee fails to make any payment or deliver any statement required by this Agreement; or

Licensee breaches any other term or condition of this Agreement.

If any of the following Triggering Events occur, TTI Floor Care shall have the option, in its sole and exclusive discretion, to immediately terminate this Agreement by sending written notice of termination to Licensee such notice to be effective immediately without need for any other ratifying act:

Any merger, consolidation, acquisition, or change of ownership, control or management involving Licensee occurs; or

Any of the principal assets of Licensee that are required for the conduct of its business are transferred, by operation of law, merger, consolidation, issuance or re-issuance of shares, or otherwise; or

Any transaction or series of related transactions occurs resulting in the transfer of thirty-three and one-third percent (33 1/3%) or more of the voting stock of Licensee, or if a partnership, thirty-three and one-third percent (33 1/3%) or more of the profit and loss participation in the partnership or the occurrence of any of the foregoing with respect to any general partner; or

The direct or indirect ownership or operating management or control of Licensee is otherwise changed, however accomplished.

To the full extent allowed by applicable law, this Agreement shall terminate automatically if Licensee files a petition in bankruptcy; is adjudicated a bankrupt; or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding.  In addition, unless cured within thirty (30) days, this Agreement shall terminate automatically if a petition in bankruptcy is filed against Licensee; a custodian, receiver, or trustee is appointed for all or a substantial portion of Licensee's business or assets; or Licensee becomes insolvent (using either the equitable insolvency or balance sheet  test) or makes an assignment for the benefit of its creditors.  No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, sheriff, or any other officer of the court or official charged with taking over custody of Licensee's assets or business shall have any right to continue this Agreement or to exploit or use in any way the Licensed Marks or Derivative Materials if this Agreement terminates pursuant to this Section 11.5.  Nothing contained in this Section 11.5 shall be deemed to preclude or limit any rights which TTI Floor Care may have as a creditor in any proceeding referenced above.

In addition, TTI Floor Care shall have the same rights of termination specified in Section 11.5.1, whether or not deemed enforceable by virtue of Sec 365 of the U.S. Bankruptcy Code, if an order for relief under the Bankruptcy Code is entered against Licensee and becomes a final order at any time when such rights of termination may be enforceable.  All Royalties (including Minimum Royalties and any other payments due under this Agreement) on sales made prior to such act shall become immediately due and payable.  In the event this Agreement and the license granted herein are so terminated, Licensee, its receivers, representatives, trustees, agents, administrators, successors and/or assigns, shall have no right to sell, exploit or in any way deal with any of the Licensed Products or use any Packaging, Promotional Materials or Derivative Materials except with and under the special consent and instruction of TTI Floor Care in writing, which they shall be obligated to follow.

The rejection or failure to assume this Agreement by Licensee as debtor in possession or by the trustee in any bankruptcy or reorganization or similar proceeding shall constitute an automatic termination of this Agreement, and the license hereby granted, following notice to Licensee, effective as of the date of the commencement of such proceedings.

POST-TERMINATION OR EXPIRATION

Within ten (10) days of the expiration or termination of this Agreement, Licensee shall provide TTI Floor Care with a written statement of the quantity and description of Licensed Products in inventory.  TTI Floor Care shall be entitled, but not obliged, to purchase any part or all of the Licensed Products remaining in inventory at Licensee's lowest published or invoiced wholesale price and on the most favorable terms as Licensee offers to its other customers.  Not later than ten (10) days after receipt of Licensee's inventory statement, TTI Floor Care shall designate in writing those Licensed Products it wishes to purchase, and Licensee shall not then sell those Licensed Products to any third party.  Any Licensed Products which TTI Floor Care elects not to purchase may be distributed and sold by Licensee only in the ordinary course of business to the Class of Trade in the Territories for a period of ninety (90) days following the expiration or termination of this Agreement, but only if Licensee has timely delivered to TTI Floor Care its inventory statement. Licensee's rights during the sell-off period shall be nonexclusive. Licensee shall pay Royalties on all sales during the sell-off period at the rate set forth in Section 3 and shall deliver all statements to TTI Floor Care required by that Section.  Royalties during the sell-off period shall not be applied against Minimum Royalties, where applicable. To maintain the integrity of the Licensed Marks and the reputation and goodwill associated therewith, Licensee shall not sell or distribute any Licensed Products through "going out of business", close-out, consignment, liquidation or auction sales or similar methods, except with the prior written consent of TTI Floor Care. Furthermore, in recognition of TTI Floor Care's need to maintain a stable and viable market for the Licensed Products during the Term and any subsequent sell-off period, Licensee shall refrain from "dumping" the Licensed Products on the market during the sell-off period.  "Dumping" shall mean the distribution of product at volumes significantly in excess of Licensee's prior sales practices with respect to the Licensed Products and at price levels so far below Licensee's prior sales practices with respect to the Licensed Products as to disparage the Licensed Marks.  Nothing contained in this Section shall be deemed to restrict Licensee's right to set product prices in its discretion.  Licensee shall exercise its rights of sell-off in good faith and shall not, for example, increase its inventory during the three-month period prior to expiration to excessive levels in relation to all prior periods of time, or increase its inventory upon receipt of a notice of termination or nonrenewal.  In addition, during the Term, Licensee shall manufacture Licensed Products only in quantities consistent with anticipated demand therefor so as not to result in an excessive inventory build-up immediately prior to the end of the Term. Upon the expiration of the sell-off period, Licensee shall provide to TTI Floor Care a written statement of the quantity and description on Licensed Products remaining in inventory and shall deliver to TTI Floor Care, without cost, such remaining inventory and all Packaging and Promotional Materials and other materials bearing the Licensed Marks or incorporating any Derivative Materials, together with copies of all inventory records relating thereto.  Nothing in this Section 12.2 shall be deemed to give Licensee the right to sell any merchandise prohibited under Section 4.9 of this Agreement.

Nothing in this Agreement shall prevent or interfere in any way with TTI Floor Care's right and ability at any time (during the Term or thereafter) to negotiate with, secure and finalize a contractual arrangement with one or more third parties covering the same subject matter as this Agreement.

REMEDIES

NOTICES

ASSIGNMENT

CONFIDENTIALITY

is or becomes part of the public domain through no wrongdoing of Licensee;

Licensee can document was known to it prior to the disclosure thereof by TTI Floor Care; or

lawfully becomes known to Licensee through a third party having no duty of confidentiality to TTI Floor Care.

CHOICE OF LAW, VENUE, AND JURISDICTION

MISCELLANEOUS

The provisions of this Agreement are severable, and if any clause or provision shall be held invalid or unenforceable, in whole or in part, the remaining provisions shall remain in full force and effect and shall be interpreted so as to give effect to the intentions of the parties.

This Agreement shall inure to the benefit of and shall be binding upon the parties and their respective permitted successors and assigns.

Accent Lighting

Pucks

Rope Lighting

Specialty Lighting

Undercabinet Lighting

Ceiling Fan, excluding bathroom exhaust fans (for installation as a fixture)

Light Kits

Interior Lighting

Ceiling Mount Fixtures

Hang/Pendant/Chand.

Specialty Lighting

Vanity Wall and Sconce

Nightlights/Power Failure/Motion

Lamps

Accent

Floor

Table

Torchieres

Recessed Lighting

Track Lighting

Discounters such as Bed Bath & Beyond, Target, Walmart

Home Center such as The Home Depot and Menard's but not Lowe's

Specialty such as Best Buy, Hardware Stores

Furniture Stores such as Ashley Furniture, Ethan Allen

Office Supply such Office Depot, Staples

Warehouse Clubs such as BJ's, Costco, Sam's Club

Drug & Grocery such as CVS, Walgreens

Online Retail: Amazon and websites for brick-and-mortar stores referenced in 1-7 above.  Any other online sales require prior approval of Licensor.