Exhibit 10.20


 


DISTRIBUTION
AGREEMENT


 


This Distribution Agreement
is entered into as of February 27, 2012 (the "Effective Date") by and between Mission Product Holdings, Inc., located
at 185 Madison Avenue, 12th Floor, New York, New York 10016 (the "Distributor") and FS Consumer Products Group, Inc.,
located at 6135 NW 167th Street, Suite E-21, Miami Lakes, FL 33015 (the 'Company").


 


Whereas, the
Distributor is in the business of marketing, selling and distributing consumer products;


 


Whereas,
the Company wishes that Distributor engage in the distribution of Company's line of products (each, a "Product")
specifically set forth in Exhibit A ("Original Product List") to a set of agreed upon target customers per. Exhibit
B (each, a "Customer", and in total the "Distributor Customer List"); and


 


Whereas,
this Agreement along with Exhibits A, B, C and D and the Addendum, attached hereto and incorporated herein, constitute
the entire Agreement;


 


Now,
therefore, in consideration of the foregoing, and for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:


 


(1)         Recitals.
The above recitals are true and correct and are hereby made a part of this Agreement


 


(2)         Services
of Distributor. In addition to the obligations set forth herein and any attachment hereto, Distributor agrees: (a)
to use its good faith efforts (in its reasonable discretion) during the entire Term (as defined herein) to have all relevant sales
personnel sell the Products to the Customers using sales materials that have been pre-approved in writing by Company in each instance;
(b) that it shall not knowingly make any inaccurate, misleading, disparaging, incomplete and/or unauthorized statements concerning
Company or any of Company's products or services, including the Products; (c) to use commercially reasonable efforts to manage
the Customer relationship, including, by facilitating payment by Customers for all Products sold by Distributor hereunder, by serving
as an initial point of contact for any Customer service issues, and by obtaining additional sales from Customers, all pursuant
to the terms hereof; and (d) maintain, and provide to Company on a timely basis after each month end close, during the Term, a
report (“Monthly Report”) stating the following information regarding the month just ended: (i) all of Distributor's
sales of Products; and (ii) any other information reasonably requested by Company in writing to be included in such Monthly Report.
Distributor shall work in good faith with Company to create non-binding sales estimates and projections on a schedule to be mutually
agreed. In order to effectuate the provision of services hereunder by Distributor, within ninety (90) days of the Effective Date,
Distributor agrees that it shall designate (or newly hire) one full-time employee from sales and one full-time employee from operations
who will be primarily dedicated to facilitating the distribution of Company Products hereunder. It is understood by the parties
that, notwithstanding any provision herein to the contrary, sales and distribution of the Products shall be driven by customer
interest and Distributor shall not be subject to claims or penalties if Distributor does not succeed in selling the Products. For
the avoidance of doubt and notwithstanding any services and materials provided by Distributor hereunder, Company (and not Distributor)
shall be and remain fully responsible for the accuracy, completeness, legality and propriety of the Products, the promotion, sale
and resale of the Products and all information and materials concerning its Products, organization, and services, and nothing herein
shall be interpreted to the contrary. Furthermore, Company nor Distributor will not take any action whatsoever that could result
in the perception by any third party that Distributor's or Company's athlete endorsees are providing any explicit or implied endorsement
or support for any of the products of the other, other than as explicitly agreed in writing with the Distributor or Company respectively.


 









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(3)         Payments.
Company, at Company's expense, shall ship all Products ordered by Distributor FOB to the Distributor's destination identified in
Distributor's purchase order for delivery to such destination on the date requested in such purchase order. Title and risk of loss
of each shipment of Products shall pass to Distributor upon acceptance of such Products by Distributor. Company shall be paid for
the Products for which Company receives purchase order from the Distributor (provided that
(a) Company has shipped such Products to Distributor for sale and (b) such Products have been inspected by Distributor and shown
to meet the specifications for such Products) as follows: (i) eighty percent (80%) of the cost of such Products shall be payable
no later than fifty-five (55) days after the date such Products are accepted at Distributor's warehouse and (ii) twenty percent
(20%) of the cost of such Products shall be payable no later than ninety (90) days after the date such Products are accepted at
Distributor's warehouse. In the event that Distributor does not accept any shipment of Products, whether because such Products
did not arrive at Distributor's warehouse on the date requested in Distributor's purchase order or because such shipment of Products
did not meet the specifications for such Products, Distributor may reject the Products and, in the case that the Products did not
meet the specifications for such Products, Company shall re-ship Products to Distributor within four (4) days after Distributor's
notice of rejection of such Products.


 


Notwithstanding
the foregoing, provided that Company has provided Distributor with prior written consent, if Distributor places Product for sale
on a consignment basis, Company shall be paid only if and when the Product is sold by Customer and corresponding payment is received
by Distributor (in which case payment shall be made by Distributor fifteen (15) days after Distributor's receipt of such payment).


 


Notwithstanding
the foregoing or any other provision herein to the contrary, Distributor shall be entitled to a one-time credit of one-hundred
fifty thousand ($150,000) towards fees owed for Products hereunder.


 


(4)         One-Time
Fees. In addition to the other fees, costs and expenses payable by Company hereunder, Company agrees to pay Distributor
the following fees on a one-time, non-refundable and non-contingent basis: (a) Two-hundred and fifty thousand ($250,000) for launch-related
marketing services (to be provided within the first ninety (90) days of this Agreement), including consulting relating to packaging
and merchandising design, specifications and initial sourcing (for clarity, Company shall be required to directly pay for any and
all manufacturing and delivery costs associated with Products) and (b) Four-hundred thousand ($400,000) for services relating to
the setup and initial distribution and sales of the Products in 2012. The fees specified in this Section 4 shall be due
and payable upon the execution of this Agreement.


 


(5)         Term.
The term of this Agreement ("Term") shall commence on the Effective Date and continue through the end of the 2015 calendar
year, unless earlier terminated as set forth herein.


 


(6)         Packaging
and Merchandising. The parties expect that the Products will be branded solely by the Company. However, the Products
may be co-branded as mutually agreed in writing by the parties. In addition, the Company will develop for use by Distributor online
and print materials, including, without limitation, collateral materials, posters, displays, point- of-sale advertising, packaging,
and brochures utilizing its endorsers and other collateral available to the Company to promote the materials (collectively, the
"Company Materials"). All compensation for and expenses and costs of such Company Materials, as well as all consumer
marketing efforts, shall be borne by the Company, including but not limited to all third party rights fees such as talent endorsement
fees and intellectual property license fees. Subject to limitations in their applicable agreements, the parties will work in good
faith to create marketing and merchandising materials featuring their respective athlete endorsers, Distributor further agrees
not to re-package or otherwise change or alter the Products, or any labeling, packaging, or instructions regarding the Products,
unless with prior written consent of Company, and then only to the extent necessary to conform to applicable laws, rules or regulations
governing the marketing, sale or use of the Products.


 









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(7)         Intellectual
Property. Subject to the limitations set forth in the Addendum attached hereto, Company hereby grants to Distributor a
non-exclusive right and license to any and all intellectual property of Company relating to the Products for the purposes described
in this Distribution Agreement. The parties hereto mutually agree to further discuss the possibility and efforts to co-brand any
of the Products. If Distributor is unable, after reasonable effort, to secure Company's signature on any such document, Company
hereby irrevocably appoints Distributor as its agent and attorney in-fact to execute such documents. Company agrees that the Distributor
will have the right to use and exploit such materials free from any claims for additional compensation. The Distributor is and
will remain the sole and exclusive owner of all materials created or supplied by Company.


 


(8)         Pricing
and Acceptance of Orders and Bonus. Unless otherwise agreed to in writing, Distributor will purchase Products from the
Company at a cost of 70% off of Company's suggested retail price ("MSRP"). Company agrees and acknowledges that (a) it
shall accept all proposed Product orders submitted by Distributor, and (b) except for the terms of purchase set forth in Distributor's
purchase orders for Products, Distributor may not bind Company in any way without Company's prior written consent. Company hereby
covenants and agrees that should it sell the Products direct to consumers at a price less than the MSRP, the price charged to Distributor
shall be reduced so that Distributor continues to pay 70% less than the lowest price being changed by Company to consumers for
the remainder of the Term. Furthermore, the Company will pay Distributor a one-time bonus of $50,000 at such time as Distributor
has made two million dollars ($2,000,000) in purchases from the Company, incremental to the first 8150,000 of purchases (for which
the Distributor is receiving a full credit from the Company per Section 3 above), and for every one million dollars ($1,000,000)
in purchases made by Distributor from the Company thereafter, the Company will pay Distributor an ongoing additional bonus of twenty-five
thousand dollars ($25,000). For the avoidance of doubt, all products shall be packaged, marked and otherwise prepared for shipment
by Company and all shipping cost will be borne by Company.


 


(9)         Right
to Terminate. Either party may terminate upon a change of control of the other by providing written notice within ninety
(90) days of receipt of written notice of such change of control. Company acknowledges and agrees that Distributor will have the
right to terminate this Agreement without penalty if (a) Company is unable to materially make Products available for shipment
and to ship and deliver the Products in accordance with the timelines set forth on Exhibit A or (b) Distributor believes in its
discretion that the continued distribution of the Products is (or would be) detrimental or damaging to the reputation of Distributor.
Furthermore, Distributor may terminate this Agreement upon seven (7) days written notice any time after January 1, 2013. A party
(the "Non-Defaulting Party”) may terminate this Agreement if the other party (the “Defaulting Party”)
has committed a material breach of its obligations under this Agreement and such default is not cured within thirty (30) days of
the Non-Defaulting Party providing the Defaulting Party with written notice of the breach. Either party may also terminate this
Agreement with immediate effect upon written notice to the other party if one of the parties (i) makes an arrangement with its
creditors generally; (ii) has a receiver appointed over, or execution levied upon, all or any part of its business or assets; or
(iii) is adjudged bankrupt or insolvent. Further, Company may terminate this Agreement immediately upon notice to Distributor
if Distributor is found guilty of fraud, dishonesty or other acts of misconduct in the distribution of the Products or the performance
of this Agreement. Any termination of this Agreement shall not affect or in any way diminish any party's right under law or in
equity in respect of a breach including, without limitation, the right to damages or injunctive relief.


 


(10)        Unwind.
In the case of a termination of this Agreement and for a period of sixty (60) days after such termination date (the "Transition
Period"), the following shall apply: (a) Distributor will work in good faith with Company to transition any Customer accounts
which are active accounts at the time of such Transition Period, providing that it is expressly agreed that Distributor shall receive
a ten percent (10%) commission on all sales to Customers for one year following the effective date of termination and (b) Company
shall accept (and provide to Distributor a full credit or, at Distributor's choice. a full refund of the originally invoiced cost)
for the return of all inventory previously paid for and then held by Distributor.


 









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(11)        Confidentiality.
Distributor and Company mutually agree that each may receive Confidential information (as defined below) proprietary to the other
party. "Confidential Information" shall mean all information proprietary to the party, whether or not reduced
to writing or other tangible medium. Each party agrees to take all reasonable steps to protect the Confidential Information
of the other and agrees, during the Term and for a period of three (3) years after the expiration or termination of this Distribution
Agreement, not to: (a) use or copy, except as required by the normal and proper course of performing under this Agreement,
the Confidential information, and (b) disclose or allow any third party access to the Confidential Information without the other
party's express prior written consent in each instance, unless required by law, and further provided that the disclosing party
communicates such legal obligation to the other party promptly so that the other party can contest or limit it. Notwithstanding
anything to the contrary, subject to the provisions set forth in the Addendum attached hereto,
Distributor may use Company Confidential Information to conduct the business of distribution and sale of Products to Customers
under the terms of this Distribution Agreement.


 


(12)        Exclusivity.
Distributor and Company acknowledge and agree that during the Term, (a) Company will not directly or indirectly sell the Products
or products, substantially similar to the Products to any Customers set forth on Exhibit B (it being understood that Distributor
may supplement Exhibit B from time-to-time upon written notice to Company), provided however, it is understood and agreed that
Company may directly or indirectly manufacture, sell and distribute the Products or products substantially similar to the Products
to any third parties not specifically defined as Customers on Exhibit 13; provided further that Company shall first contact Distributor
with respect to any such sales opportunities and work in good faith with Distributor to have such opportunities addressed by Distributor
under this Agreement; and (b) Distributor will not directly or indirectly manufacture, sell or distribute to any third parties
products substantially similar or in competition to electrolyte, nutritional or energy drops that make sublingual claims, other
than the Products.


 


(13)        Marketing
Commitment Subject to mutually satisfactory and agreed upon parameters, during the Term and subject to Company proper performance
hereunder, Distributor agrees that it will invest no less than Seventy-Five Thousand Dollars ($75,000) in the marketing, promotion
and merchandising of the Products.


 


(14)        Refund.
During the Term, Distributor shall have the right to return (for a full refund) any quantity of Products that it was unable to
sell. Company shall, at its option, replace Products determined that are defective or Company shall credit Distributor for the
cost of such Products; provided, however, that Distributor shall first return any alleged defective Products to Company for inspection
by Company, and provided further that any damages or defects are not attributable to the negligence of Distributor or any third
party.


 


(15)        Insurance.
Company agrees to maintain insurance coverage of Commercial General liability for bodily injury and property damage with limits
of not less than $5,000,000 combined single limit per occurrence and which will include a blanket contractual liability endorsement
and products liability coverage. Company will name Distributor and its respective officers, agents, employees, subsidiaries and
affiliates as additional insured, and Company will provide Distributor with thirty (30) days written notice of cancellation or
change in terms.


 


(16)        Representations
and Warranties. Subject to the provisions set forth in the Addendum attached hereto, each party represents and warrants
that it shall be in compliance with all applicable laws. Company further represents and warrants to Distributor that: (a) it shall
make best efforts to make Products available for shipment and to ship and deliver the Products in accordance with the timelines
set forth on Exhibit A; (b) each of the Products delivered to the Distributor will meet the specifications for such Product set
forth on Exhibit A and, upon receipt by Distributor, will be suitable for sale to Customers and use by Customers' customers; (c)
any claims or testimonials about the Products are true and correct and subject to substantiation; (d) the Products, and all portions
thereof, shall not violate the personal or proprietary rights of any third party, including, without limitation, trademarks, copyrights,
patents, and rights of privacy or publicity; (e) it has not relied upon any projections or guarantees in entering into this Agreement,
and (f) it shall perform hereunder in a competent and professional manner, with due care and in accordance with all of Distributor's
instructions in connection therewith. Company further represents and warrants that all Products delivered hereunder will be merchantable,
new, suitable for the uses intended, of the grade and quality specified, free from all defects in design, material and workmanship,
will conform to all samples, drawings, descriptions and specifications furnished, will be free of liens and encumbrances and will
comply with all applicable laws, rules and regulations. These warranties shall survive any delivery, inspection, acceptance, payment
or resale of the Products and shall extend to Distributor and each of the Customers.


 









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(17)        Indemnification.
Each party hereby indemnifies, defends and holds harmless the other party, its partners, clients, parents, agents, subsidiaries,
affiliates, successors, assigns, officers, directors. agents, contractors, and employees, from and against any and all claims,
liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorney's fees), to the extent arising
out of third party claims or allegations made in connection with a breach or alleged breach of the terms of this Distribution Agreement
by such party (the indemnifying party), and/or the indemnifying party's actual or alleged negligence or willful misconduct. For
example, Company agrees to fully indemnify Distributor as to any warranty or product liability claims or allegations emanating
from the sale of the Products by Distributor.


 


(18)        Limitation
of Liability. SUBJECT TO EACH PARTY'S INDEMNITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL DISTRIBUTOR BE LIABLE FOR
ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES WHICH MAY BE SUFFERED WITH RESPECT TO
THE SUBJECT MA i 1ER HEREOF.


 


(19)        Authorization.
Both parties hereby represent and warrant that they have the right, power and authority to execute and deliver this Agreement and
to perform the provisions hereof, and that said execution, delivery or performance shall not violate the terms of any bylaws, articles,
contracts or other agreements to which they are a party. Upon request from Company, Distributor shall furnish Company with corporate
resolutions authorizing Distributor to enter into this Agreement.


 


(20)        Notice.
Any notice required or permitted to be given hereunder shall be sufficient if given in writing, and sent by registered or certified
mail, postage prepaid, or by courier such as FedEx, addressed as follows:


 


	If to Company:	FS Consumer Products Group, Inc.
	 	6135 NW 167g' Street, Suite 6-21 Miami Lakes, FL 33015
	 	Attn: Brian Tuffin, CEO
	With copy to:	FS Consumer Products Group, Inc.
	 	6135 NW 167th Street, Suite 6-21 Miami Lakes, FL 33015
	 	Attn: General Counsel
	If to Distributor:	Mission Product Holdings, Inc.
	 	185 Madison Ave., 12th Floor New York, New York 10016
	With copy to:	Attn. Richard Eisert
	 	Davis & Gilbert
	 	1740 Broadway
	 	New York, New York 10019


 









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or to such other address as
the Parties may specify, in writing, from time to time. Written notice given as provided in this paragraph shall be deemed received
by the other party two (2) business days after the date the mail is stamped registered or certified and deposited in the
mail, or deposited with courier.


 


(21)        Force
Majeure. Neither Company nor Distributor shall be in default by reason of any failure in its performance under this Agreement
if such failure results from, whether directly or indirectly, fire, explosion, strike, freight embargo, Act of God or of the public
enemy, war, civil disturbance, act of any government, de jure or de facto, or agency or official thereof, material or labor shortage,
transportation contingencies, unusually severe weather, default of any other manufacturer or a supplier or subcontractor, quarantine,
restriction, epidemic, or catastrophe, lack of timely instructions or essential information from Distributor, or otherwise arisen
out of causes beyond the control of the Company. In the event of delay caused by any of the foregoing, the time for performance
by Company shall be extended for such time as may be reasonably necessary to enable Company to perform hereunder. Nor shall the
Company at any time be liable for any incidental, special or consequential damages.


 


(22)        Severability.
Each provision contained in this Agreement shall for all purposes be construed to be separate and independent. If any provision
of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid and unenforceable, such
invalidity or unenforceability shall not affect the validity or enforceability of the other provisions of this Agreement, and the
remainder of this Agreement, and the application of such provision to persons or circumstances, other than those as to which it
is invalid or unenforceable, shall not be affected thereby, it being hereby agreed that such provisions are severable and that
this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. Each provision of
this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law.


 


(23)        Further
Assurances. Each Party shall, at its own expense, take any further action and execute and deliver, whether upon or after
execution hereof, any and all documents or instruments as may be necessary or appropriate to implement or give effect to
the provisions set forth herein.


 


(24)        Cumulative
Remedies. Notwithstanding any other remedy provided for in this Agreement, nothing herein shall be construed as prohibiting
either Party from pursuing any other remedies available to said party for any breach or threatened breach by the other Party of
any provision of this Agreement, including but not limited to, the right to recover damages from the breaching patty, and no right
or remedy conferred in this Agreement upon or reserved to a party is exclusive of any other right or remedy in this Agreement,
or provided or permitted at law or in equity, but each shall be cumulative of every other right or remedy.


 


(25)        Miscellaneous.
Distributor is an independent contractor, all rights and powers not expressly granted to the Distributor are expressly
reserved to the Company. The Distributor shall have no right, power or authority in any way to bind the Company to the fulfillment
of any condition not herein contained, or to any contract or obligation, expressed or implied. Governing law: New York. This Agreement
shall be binding upon and inure to the benefit of Distributor and Company and their respective successors and assigns, heirs,
and personal representatives. Notwithstanding the foregoing, no part of this Agreement or the obligations hereunder may be assigned
or transferred by either party, by operation of law or otherwise, without the prior written consent of the other party, which
consent may be given or withheld by the other than in connection with a sale of all, or substantially all, of such party's assets
to another party. Neither party may issue any statement or press release concerning the existence or terms hereof without the
other party's prior written approval, which approval may be withheld in such party's sole and absolute discretion. In the event
there is a conflict between the terms and conditions of the Agreement or any attachments, exhibits or addenda thereto and this
Addendum, the Agreement shall control. Those obligations which by their nature survive termination shall so survive, including
without limitation any indemnification obligations. Any provisions, terms or conditions of Distributor's purchase orders which
are, in any way contradicting of this Agreement, except those additional provisions specifying quantity and shipping instructions,
shall not be binding upon Company and shall have no applicability to the sale of goods by Company to Distributor, unless those
terms are agreed upon in writing by Company. No waiver by either Party of the breach of any covenant, condition or term shall
be construed as a waiver of any preceding or succeeding breach nor shall the acceptance of any fee or other payment during any
period in which either Party is in default be deemed to be a waiver of such default. All waivers must be in writing and signed
by the waiving Party. 





 



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(26)        Addendum.
This Agreement constitutes the entire agreement with respect hereto, together with its Exhibits A, B and C and Addendum
as incorporated into this Agreement. The patties agree to the provisions of the Addendum to the Agreement, which is attached
and hereby incorporated for all purposes.


 


(27)        Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and such counterparts
shall together constitute one and the same instrument


 


IN WITNESS WHEREOF, the parties hereto
have duly executed this Agreement on the Effective Date.


 


	COMPANY:	DISTRIBUTOR:
	 	 
	FS CONSUMER PRODUCTS GROUP, INC.	MISSION PRODUCT HOLDINGS, INC.
	 	 
	 	 
	By:	/s/ Brian Tuffin	 	By:	/s/ Josh Shaw	 
	Name: Brian Tuffin	Name: Josh Shaw
	Title: Chief Executive Officer	Title: President


 





 



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