DISTRIBUTION AGREEMENT VICVEL GLOBAL TRADE

THIS AGREEMENT is made the 8th day of June 2017

BETWEEN
VICVEL S.R.L. (VV)
Parque Industrial G16, Pampa Inalambrica
Ilo ( Moquegua ) Peru
("Distributor")
RECITALS

A. VV is in the business of producing alcoholic beverages for sale.

B. Distributor is in the business of buying alcoholic products from producers and on selling them to
licensed wholesale distributors and or Liquor Retailers.
C. VV by this Agreement grants to Distributor, at the request of Distributor the exclusive rights to sell
distribute and market the Products in the Territory.
D. The parties have agreed to enter into this Agreement to record the terms on which Distributor shall
purchase the Product from GBB and market and sell the Product in the Territory.

IT IS AGREED as follows:
1. TERM OF AGREEMENT
This Agreement commences on the Commencement Date described in Item 1 of Schedule 1 and
will continue for the Term stated in Item 2 of the Schedule 1. If Distributor seeks an extension of
the Agreement for a further period of time beyond the Term then prior to the end of the Term, and
subject to Distributor having performed all of its obligations under the Agreement including the
punctual payment of amounts due and having achieved sales volumes, GBB will enter into good-
faith negotiations with Distributor for an extension of the Agreement for an additional period of time.
2. APPOINTMENT OF DISTRIBUTOR
GBB hereby grants to Distributor an exclusive licence to sell, distribute and market the Product/s in
the Territory referred to in Item 3 of the Schedule 1 during the Term. GBB reserves all rights to
renegotiate ALL Distributors appointments at any time during the term.

3. THE PRODUCT
The Product means the products described at Item 4 of Schedule 1.
4. ORDERING, SHIPMENT & IMPORT OF PRODUCT
4.1. Distributor shall submit forecasts to VV on a quarterly basis and shall supply VV with orders
on a regular basis.
4.2. Risk in the Product shall pass to Distributor at the time an order is delivered FOB from the
wharf of departure agreed by the parties as specified in Item 8 of Schedule 1 (the Wharf of
Departure) unless the order is agreed in writing to be supplied on a CIF Destination basis in
which case the risk shall pass upon arrival at the wharf of destination agreed by the parties
as specified in Item 8 of Schedule 1. Title to the Product will pass on payment.
4.3. VV will endeavour to supply the Product ordered by Distributor within 45 days of receipt of
an accepted order, to the Wharf of Departure, providing packaging materials are available.
4.4. Distributor will be responsible for all obligations associated with compliance with all
applicable import and export laws, rules and regulations. Distributor will bear all risk and
liability for the Product including any tax registration, customs clearance or collection
obligations.

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4.5. Distributor agrees that the Product shall be deemed to be accepted if Distributor has not
rejected it by written notice to VV specifying its reasons for rejection within seven (7) days.
In the event that Distributor considers that the Product or any of it as supplied by VV is not
of merchantable quality, Distributor may return the Product to VV at its own expense, and if
VV agrees that the Product is not of merchantable quality, VV will provide a credit note to
Distributor for the Product or replace the Product (to the extent that VV agrees it is not of
merchantable quality), at its own election, and reimburse Distributor for the reasonable cost
of returning the Product to VV.
4.6. Distributor will take full responsibility for compliance with all applicable laws and regulations,
including, without limitation, any laws that require governmental approval for the Products.
Unless the parties agree otherwise in writing on a case-by-case basis Distributor will bear
the costs associated with complying with local laws and obtaining government approvals.
4.7. If Distributor fails to pay any amounts when due or breaches any other term of this
Agreement, VV may, in addition to its other rights and remedies, reject orders from Distributor
and suspend selling or delivering of Product to Distributor until such breach is cured to the
satisfaction of VV.
4.8. In the event that Distributor does not order Products for three (3) consecutive months from
the Commencement Date VV may terminate this Agreement unilaterally by giving one (1)
month written notice in advance to Distributor.
5. PRICING AND PAYMENT
5.1. Prices for the Product are stated at Item 5 of Schedule 1, as amended from time to time
pursuant to clause 5.2.
5.2. Pricing will be reviewed and adjusted by VV on or before 31st December each year and
otherwise from time to time as it considers appropriate after consultation.
5.3. Distributor will pay for all orders as set out in Item 7 of Schedule 1 by either telegraphic
transfer or direct deposit to an account specified by VV.
5.4. VV will include the artwork costs incurred in developing customised packaging before the
second shipment of the Product is effected and Distributor agrees to pay an increased price
as set out in Item 5 (f) of Schedule 1.

6. DISTRIBUTORS OBLIGATIONS

The Distributor must: -

(a) Use its best endeavours to promote the sale of the Product in the Territory for the
duration of this Agreement;

(b) Comply with the performance standards as specified in Schedule 2

(c) Not distribute the Product outside the Territory nor solicit or accept orders from outside
the Territory (including orders placed via the internet by persons located outside of the
Territory or orders for delivery of Product to destinations outside the Territory) and will
promptly inform VV of any orders or inquiries relating to the Product received by the
Distributor relating to persons, or involving delivery, outside the Territory;

(d) Not hold itself out to be VVs agent nor as having any authority whatsoever to represent,
act or contract on behalf of VV;

(e) Not alter, modify or otherwise interfere with the Product without the written consent of
VV; and

(f) Not stock, sell or supply any products similar to, or that compete with, the Product
without the written consent of VV.

(g) Ensure all packaging material produced specifically for Distributor is utilised in full, and
Distributor takes responsibility to ensure all unused material is paid for.
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7. MARKETING SUPPORT
VV will provide a marketing support rebate to Distributor as set out in Item 5(b) and Item 5(e) of
Schedule 1. An agreed marketing plan and an agreed level of volume of sales of Product to be
finalised by VV and Distributor. Distributor will match VVs rebate. VV may specify that all of the
marketing support rebate they provide be deducted from payments due by Distributor to VV.
8. OBLIGATION TO QUALITY
The Product supplied by VV to Distributor shall be of merchantable quality. Any Product not of
merchantable quality may be returned for credit, provided notification is made to VV within seven
(7) days of receipt of the Product concerned. Distributor will bear the cost of writing-off non-
merchantable Product as a result of any change in legislation applicable to Distributor. Notice of
any change in legislation affecting the Product will be supplied by Distributor and VV will then be
required to conform to such legislation once existing packaging is used.
9. SALES PERFORMANCE
Distributor shall endeavour to obtain orders for as much Product as possible and shall diligently
promote the Products. Notwithstanding this, it is agreed between the parties that the minimum
levels of performance applicable to the supply of the Product are as specified at Item 6 of Schedule
1.
The parties will conduct annual business reviews which will provide the basis for joint Business
plan, incentive development and marketing support.
10. INTELLECTUAL PROPERTY
10.1. VV grants to Distributor a non-transferable licence to use its trademarks, trade names,
copyrights (registered or unregistered), designs, product information and all of VVs know-
how and all other industrial and intellectual property subsisting in, used in or relating to the
Product (hereunder referred to as the Intellectual Property) solely for the purposes of
exercising its rights and performing its obligations under this Agreement.
10.2. Distributor agrees: -
10.2.1. to submit to VV for prior approval any advertising or sales material using the
Intellectual Property;
10.2.2. to refrain from using the Intellectual Property jointly or in combination with
Distributor's Intellectual Property or those of a third party except insofar as
Distributor is authorised to do so in writing by VV;
10.2.3. to refrain from altering the label and/or packaging on the Product supplied to it or
remove or tamper with trademarks or numbers on the packaging without prior
written consent;
10.2.4. to take all measures required by VV to maintain VVs rights in the Intellectual
Property;
10.2.5. it will not take action which could bring into question VVs right to licence the
Intellectual Property or the validity of its rights therein;
10.2.6. it will not acquire any rights in respect of the Intellectual Property during the term
of the Agreement other than as set out herein and if it establishes or collects any
such rights by operation of law it will immediately transfer and assign such rights to
GBB without consideration and Distributor shall thereafter be allowed to use such
right on the terms of this Agreement only;
10.2.7. that any domain address relating to the Intellectual Property may only be registered
by Distributor with VVs prior written consent. Distributor hereby appoints VV as its
attorney for the purposes of entering into any assignment or other document
necessary to give effect to this sub-clause. Any such registrations that have been
made in the name of a party other than VV shall at Distributor's own cost be
transferred and assigned without consideration to VV. Distributor shall not register
or apply to register any transliteration, or any other adaptation of VVs trademarks;
and
10.2.8. Distributor will bring to the immediate attention of VV any actual, threatened or
suspected infringement of its Intellectual Property and will free of charge give VV
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any assistance that VV may reasonably require to enforce its Intellectual Property
rights.
11. VV TO COOPERATE TO SECURE NECESSARY REGISTRATIONS ETC
VV will cooperate with Distributor in connection with securing any registrations, consents,
permissions, or waivers required by Distributor to be obtained from a government or other regulatory
authority to enable Distributor to perform its obligations under this Agreement. Distributor will
transfer the registrations, consents, permissions, or waivers to VV or any other entity designated
by VV upon termination of this Agreement if requested by VV and upon payment by VV of the
expenses incurred by Distributor to same.
12. WARRANTIES
12.1. VV and Distributor mutually represent and warrant to each other as an inducement to the
other party to enter into this Agreement and as a condition of this Agreement that at the date
of this Agreement and at the Commencement Date and during the Term: -
12.1.1. the execution and delivery of this Agreement has been properly authorised by all
necessary corporate action and the party has full corporate power and lawful
authority to execute and deliver this Agreement and to consummate and perform
or cause to be performed its obligations under this Agreement;
12.1.2. this Agreement constitutes a legal, valid and binding obligation of the party
enforceable in accordance with its terms by appropriate legal remedy; and
12.1.3. this Agreement and its observance by the party does not conflict with or result in a
breach of or default under any provision of the partys Constitution or any material
term or provision of any agreement or deed or any writ, order or injunction,
judgment, law, rule or regulation to which it is a party or is subject or by which it is
bound.
13. TERMINATION
13.1. Termination by either party
The parties may terminate this Agreement by notice in writing to if:
13.1.1. a party commits a material breach of this Agreement and, if the breach is capable
of being remedied, the party concerned fails to remedy the breach within fifteen
(15) days after being required in writing to do so by the other party;
13.1.2. a party commits a material breach of this Agreement not capable of being
remedied;
13.1.3. There is a substantial change of ownership and/or control of VV or the Distributor;

13.2. Termination by VV
VV may terminate this Agreement by notice in writing to if:
13.2.1. Distributor does not place an order for the Product/s for any three (3) month period
or Distributor does not achieve the Minimum Order Requirements specified at Item
6 of Schedule 1 or fails to engage with VV
13.2.2. Distributor fails to comply with the payment terms herein after receiving a written
notice from VV requiring it to do so and threatening to terminate this Agreement or
the distributorship;
13.2.3. Distributor Fails to meet agreed sales targets or meet agreed standards of
performance set out in Schedule 2
13.2.4. Distributor ceases to carry on business or there is a substantial change of
ownership and/or control of Distributor;
13.2.5. Distributor disposes of the whole or part of its assets, operations or business other
than in the ordinary course of business;
13.2.6. Distributor ceases to be able to pay its debts as they become due;
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13.2.7. any step is taken by a mortgagee to take possession or dispose of the whole or
part of Distributors assets, operations or business;
13.2.8. any step is taken to enter into any arrangement between Distributor and its creditors
or to appoint a receiver, a receiver manager, a trustee in bankruptcy, a provisional
liquidator, a liquidator, an administrator or other like person of the whole or any part
of Distributors assets, operations or business.
13.3. Rights on Termination
On termination of this Agreement for any reason: -
13.3.1. all unfulfilled orders are deemed to be cancelled;
13.3.2. Distributor agrees to cease distributing the Product and to cease to use the
Intellectual Property of VV without further written consent of VV and to return or, at
VVs option, destroy VVs Intellectual Property in Distributors possession or
control; and
14. DISTRIBUTOR TO INDEMNIFY VV
Distributor indemnifies VV against any claims, loss, liability, cost or expense which may be incurred
or sustained by VV as a result of any act or matter or thing done, permitted or omitted by Distributor
or any employee or representative of Distributor in relation to the Product and this Agreement.
15. SUB-CONTRACTING AND ASSIGNMENT
Distributor may not assign or transfer this Agreement or any right or obligation under it without the
prior written consent of VV, which consent may not be unreasonably withheld.
16. SEVERABILITY
Part or all of any clause of this Agreement that is illegal or unenforceable will be severed from this
Agreement and will not affect the continued operation of the remaining provisions of this Agreement.
17. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and no representations,
warranties, guarantees or other terms or conditions, whether express or implied and whether oral
or in writing in relation to the subject matter of this Agreement will be of any force or effect unless
contained in this Agreement as may only be amended in writing by the parties.
18. NOTICES
Any notice, demand, consent or other communication (the Notice) given or made under this
Agreement must be in writing and signed by a person duly authorised by the sender and must either
be delivered to the intended recipient by prepaid post (if posted to an address in another country,
by registered airmail) or by hand or fax or email to the address, fax number or email address last
notified by the intended recipient to the sender.
19. GOVERNING LAW AND JURISDICTION
This Agreement is governed by the laws of Victoria, Australia. Each party submits to the non-
exclusive jurisdiction of courts exercising jurisdiction there in connection with matters concerning
this Agreement.
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EXECUTED BY THE PARTIES AS AN AGREEMENT

SIGNED for and on behalf of , in accordance )

with Section 127(1) of the Corporations Act: )
)

.
Director .......................................................................
Director/Company Secretary

. .......................................................................
Name (Print) Name (Print)

. .......................................................................
Usual Address Usual Address

SIGNED for and on behalf of VV, in accordance with )

Section 127(1) of the Corporations Act: )
)

.
Authorised Officer .......................................................................
CEO

. .......................................................................
Name (Print) Name (Print)

. .......................................................................
Usual Address Usual Address
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SCHEDULE 1

ITEM 1: Commencement Date: The 8TH DAY OF JUNE 2017

ITEM 2: Term: The Term is from the Commencement Date until 8TH DAY OF JUNE 2020.

ITEM 3: Territory: The Territories are:

Holland, Peru, Chile, Panama, Colombia, Mexico, Bolivia ,Brazil, Argentina , Paraguay, Uruguay ,Costa Rica,
Cuba, Ecuador, Sweden , Russia ,Croatia ,Bosnia ,Hong Kong

ITEM 4: Product/s: Sling Shot range

ITEM 5: Price
The Price for supply of the Product, exclusive of GST, is:

a) USD $0.20 PER Shot PRODUCT SUPPLY

b) USD $0.21 PER Shot Licensing Fee for Use of Brand
c) Pricing will be reviewed on an annual basis or as required
d) Initial Promotional Support below:

First Container Promotional Container to receive 300 cases FREE Stock,

Counter Top Units, instore Dump Bins, Promotional Posters and or Banners
designs and promotions of your choice
ALL first orders into ALL Territories to receive Counter Top Units, instore
Dump Bins, Promotional Posters and or Banners designs and promotions of
your choice

ITEM 6: Minimum Order Requirements

A. Distributor agree to sell no less than 40,000 cases of Product by 2nd April 2018.
B. Distributor agree to sell no less than 80,000 cases of Product by 2nd April 2019.
C. Thereafter, minimum annual sales volumes will be fixed by consultation between the
parties every twelve months.

ITEM 7: Payment Terms

a. 50% on ORDER
b. 50% on Supply of Draft BOL

ITEM 8: Wharfs of Departure and Destination

Wharf of Departure: Melbourne Australia

Wharf of Destination: Main Port per Territory listed in the schedule

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SCHEDULE 2
The Distributor agrees to provide GBB with the following reports at the times specified in the table below:

Report Report Details Frequency

Joint Annual Business Plan Operations Review Annual

Customer / Distribution To be prepared/presented
Products / Volumes for joint sign off by 31st
Pricing December for each year of
Range Review Periods Agreement
Promotion Planner
New Products
Business Development

Sales Reporting: Performance by Customer Monthly

Units
Store Distribution
Volumes

Market Intelligence Competitor Activity Quarterly

Competitor Pricing
Retail Pricing

DATED 8th JUNE 2017