Exhibit
10.4


 


Exclusive
Distribution Agreement


 


This
Exclusive Distribution Agreement (this “Agreement”), dated as of 26 March 2020 (the “Effective
Date”), is entered into between Slinger Bag Americas Inc., a Nevada corporation located at 2709 N Rolling Rd Unit 138,
Windsor Mill, 21244 Maryland USA (“SBA”), and Globeride Inc, a limited liability company located at 3-14-16
Maesawa Higashikurume-shi, Tokyo 203-8511, Japan and with company registration number 0127-01- 003630 (“Distributor”,
and together with SBA, the “Parties”, and each, a “Party”).


 


WHEREAS,
SBA is in the business of manufacturing and selling game improvement tennis equipment including portable tennis ball launchers
in a trolley bag;


 


WHEREAS,
Distributor is in the business of reselling Goods (as defined in Section 1);


 


WHEREAS,
SBA desires to appoint Distributor as its exclusive distributor to resell the Goods to customers located in the Territory (as
defined below), and Distributor desires to accept such appointment, subject to the terms and conditions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:


 


1.
Appointment.


 


1.1
Exclusive Appointment. SBA appoints Distributor as its exclusive distributor of the goods set forth in Schedule 1 (“Goods”)
within JAPAN (“Territory”) during the Term, and Distributor accepts such appointment. Distributor shall not
directly or indirectly market, advertise, promote, sell or distribute the Goods to any person located outside the Territory, including
selling or distributing the Goods to any person for ultimate resale to persons outside the Territory


 


1.2
No Right to Appoint Sub-distributors. Distributor shall not, without the prior written consent of SBA, appoint any sub-distributor
or other person or entity to sell or distribute the Goods.


 


2.
Promotion and Marketing.


 


2.1
Distributor Obligations. Distributor shall:


 


(a)
market, advertise, promote and sell the Goods in the Territory in a manner that reflects favorably at all times on the Goods and
the good name, goodwill and reputation of SBA and consistent with good business practice, in each case using its best efforts
to maximize the sales volume of the Goods;


 


(b)
maintain a place or places of business in the Territory, including adequate office, storage, and warehouse facilities and all
other facilities as required for Distributor to perform its duties under this Agreement;


 


(c)
purchase and maintain at all times a representative quantity of each Good sufficient for and consistent with the needs of customers
in the Territory;


 




    	

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(d)
have sufficient knowledge of the industry and products competitive with each Good (including specifications, features, and benefits)
so as to be able to explain in detail to customers:


 


(i)
the differences between the Good and competing products; and


 


(ii)
information on standard protocols and features of each Good;


 


(e)
submit all Goods-related promotional and marketing materials to SBA for approval prior to use. SBA agree that any /all feedback
must be provided within 7 working days otherwise Distributor will deem approval has been granted. Distributor agrees to work with
SBA to reach mutual agreement in regards to requests and agrees to observe all reasonable directions and instructions given to
it as a result by SBA in relation to the marketing, advertisement, and promotion of the Goods, including SBA’s sales, marketing,
and merchandising policies as they currently exist or as they may hereafter be changed by SBA;


 


(f)
establish and maintain (i) a Direct-To-Consumer website platform home page for the Territory based on either Distributors own
local market online platform or through using www.slingerbag.com, (ii) a sales and marketing organization to the extent deemed
reasonably necessary by SBA, to develop the market potential for the sale of the Goods, and (iii) facilities and a distribution
organization sufficient to make the Goods available for shipment by Distributor to each of its customers in the Territory immediately
on receipt of an order;


 


(g)
develop and execute a marketing plan sufficient to fulfill its obligations under this Agreement;


 


(h)
not make any materially misleading or untrue statements concerning SBA or the Goods, including any product disparagement or “bait-and-switch”
practices;


 


(i)
promptly notify SBA of any complaint or adverse claim about any Good or its use of which Distributor becomes aware;


 


(j)
submit to SBA complete and accurate annual reports regarding inventory, marketing and sales of the Goods in a computer-readable
format and containing the scope of information acceptable to SBA, maintain books, records and accounts of all transactions and
permit full examination thereof by SBA in accordance with Sections 15 and Section 16;


 


(k)
not resell Goods to any federal, state, local or foreign government or political subdivision or agency thereof, without express
written approval from SBA;


 


(l)
on request, provide SBA with a written survey of the current and 12-month estimate of demand for the Goods in the Territory, especially
in relation to similar or competing products;


 




    	

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(m)
only resell any software or accessories sold, bundled or packaged with any Good on those terms and conditions as mutually agreed
with SBA


 


(n)
support and enforce SBA’s limited one-year consumer warranty that can be extended by the consumer to 3 years by registering
their purchase at www.slingerbag.com/warranty/;


 


(o)
offer to consumers no-quibble-replacement product for all warranty returns based on SBA’s user warranty guidelines, a program
that SBA shall, in tum, provide to Distributor; and


 


(p)
translate, maintain, and maximize use of the local home page either through Distributors local online platform or as provided
via SBA and utilize this vehicle as the main revenue source for Distributor/ SBA’s business.


 


2.2
SBA Obligations. SBA shall:


 


(a)
provide any information and support that may be reasonably requested by Distributor regarding the marketing, advertising, promotion,
and sale of Goods;


 


(b)
allow Distributor to participate, at its own expense, in any marketing, advertising, promotion, and sales programs or events that
SBA may make generally available to its authorized distributors of Goods, provided that SBA may alter or eliminate any program
at any time;


 


(c)
approve or reject, in its sole discretion, any promotional information or material submitted by Distributor for SBA’s approval;
and


 


(d)
provide promotional information and material as agreed in approved annual marketing plans, for use by Distributor in accordance
with this Agreement.


 


3.
Agreement to Purchase and Sell Goods.


 


3.1
Terms of Sale; Orders. SBA shall make available and sell Goods to Distributor at the prices under Section 3.2 and on the
terms and conditions set out in this Agreement.


 


3.2
Price. The prices for Goods sold under this Agreement shall be as per SBA’s Distributor Price List then currently
in effect from time to time during the Term.


 


(a)
All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed
by any governmental authority on any arpounts payable by Distributor under this Agreement.


 


(b)
Distributor is responsible for all charges, costs, and taxes; provided, that, Distributor is not responsible for any taxes imposed
on, or regarding, SBA’s income, revenues, gross receipts, personnel or real or personal property or other assets.


 




    	

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(c)
Distributor shall pay interest on all late payments, calculated daily and compounded monthly, at the lesser of the rate of 11⁄2%
per month or the highest rate permissible under applicable law.


 


(d)
Distributor shall perform its obligations under this Agreement without setoff, deduction, recoupment, or withholding of any kind
for amounts owed or payable by SBA, whether relating to SBA’s or SBA’s affiliates’ breach, bankruptcy, or otherwise
and whether under this Agreement, any purchase order, any other agreement between (i) Distributor or any of its affiliates and
(ii) SBA or any of its affiliates, or otherwise.


 


3.3
Payment Terms. Distributor shall pay all properly invoiced amounts due to SBA within a maximum of 40 days based on Distributors
accounts payable routine payments being made on the 20th of each month or as otherwise advised and agreed in writing
by SBA. Distributor shall make all payments in US dollars by check, wire transfer, or automated clearing house.


 


3.4
Availability/Changes in Goods. SBA may, in its sole discretion, add or make changes to Goods in, or remove Goods from,
Schedule I on 90 days prior notice to Distributor, in each case, without obligation to modify or change any Goods previously delivered
or to supply new goods meeting earlier specifications.


 


4.
Orders Procedure.


 


4.1
Purchase Orders. Distributor shall issue all purchase orders (“Purchase Order(s)”) to SBA in written
form via SBA’s web-based order system - “Solentris”. SBA will provide all necessary training to facilitate this
easy to operate process. By placing an order, Distributor makes an offer to purchase Goods under the terms and conditions of this
Agreement and the following commercial terms listed in the purchase order (“Purchase Order Transaction Terms”),
and on no other terms: (a) the listed Goods to be purchased, including make/model number; (b) the quantities ordered; and
(c) the requested delivery date. Except regarding the Purchase Order Transaction Terms, any variations made to the terms and conditions
of this Agreement by Distributor in any Purchase Order are void and have no effect.


 


4.2 Acceptance
and Rejection of Purchase Orders. SBA may, in its sole discretion, accept or reject any Purchase Order. SBA will notify
Distributor that PO’s placed by the online Solentris portal have been accepted or rejected within lO working days of
the order being placed. No Purchase Order is binding on SBA unless accepted by SBA as provided in this Agreement. SBA may, in
agreement with Distributor, without liability or penalty, cancel any Purchase Order placed by Distributor and accepted by
SBA, in whole or in part: if SBA discontinues its sale of Goods or reduces or allocates its inventory of Goods under Section
3.4; if SBA determines that Distributor is in violation of its payment obligations under or is in material breach of this
Agreement.


 


5.
Minimum Purchase Obligation. Distributor shall purchase sufficient quantities of Goods to meet the minimum purchase obligation
for each calendar year of this Agreement specified in Schedule 1 (“Minimum Purchase Obligation”). SBA may monitor
progress towards the purchase obligation no more often than sei-annually [in accordance with the audit procedures set out in Section
15. If Distributor fails to achieve the Minimum Purchase Obligation, SBA may:


 




    	

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5.1
Enter a consultation period with Distributor to improve the situation, and if no improvement is evidenced within a period of
one year then SBA will have the right to either:


 


5.2
terminate this Agreement under Section 8.2(a); or


 


5.3
refuse to renew this Agreement under Section 8.1.


 


6.
Shipment and Delivery.


 


6.1
Shipment and Delivery Requirements. Unless otherwise expressly agreed to by the Parties, SBA shall deliver the Goods to
the Delivery Point, using SBA’s standard methods for packaging and shipping the Goods. SBA may, in agreement with Distributor,
without liability or penalty, make partial shipments of Goods, each of which constitutes a separate sale, and Distributor shall
pay for the units shipped in accordance with the payment terms specified in Section 3.3 whether such shipment is in whole or partial
fulfillment of a Purchase Order. Any time quoted for delivery is an estimate only. All Prices are based on Intercoms 2010 and
are FOB SBA’s shipping point in Xiamen or Hong Kong, China or Bangkok in Thailand.


 


6.2
Title and Risk of Loss; Purchase Money Security Interest. Title and risk of loss passes to Distributorupon delivery of
the Goods at SBA’s shipping point. As collateral security for the payment of the purchase price of the Goods, Distributor
hereby pledges and grants to SBA, a lien on and security interest in and to all of the right, title and interest of Distributor
in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and
in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of
the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Maryland
Uniform Commercial Code.


 


6.3
Acceptance of Goods. Distributor shall inspect Goods received under this Agreement. On the seventh working day after
delivery of the Goods, Distributor shall be deemed to have accepted the Goods unless it earlier notifies SBA in writing and furnishes
written evidence or other documentation as reasonably required by SBA that the Goods:


 


(a)
are damaged, defective, or otherwise do not conform to the make/model number listed in the applicable purchase order; or


 


(b)
were delivered to Distributor as a result of SBA’s error.


 


If
Distributor notifies SBA pursuant to this Section 6.3, then SBA shall determine, in its sole discretion, whether to replace the
Goods or refund the price for the Goods.


 




    	

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Distribution Agreement
February 20, 2020


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From
time to time Distributor will advise SBA of its intent to return damaged goods to our supplier in China. Distributor shall ship
at either vendor’s or SBA’s expense and risk ofloss, all goods to be returned, or replaced under this Section 6.3
to an SBA’s facility advised by SBA at that time. If SBA exercises its option to replace the Goods, SBA shall, after receiving
Distributor’s shipment of the Goods under this provision, ship to Distributor, at either vendor’s or SBA’s expense
and risk ofl oss, the replaced Goods to Distributor’ s warehouse. Distributor acknowledges and agrees that the remedies
set out in this Section 6.3 are its exclusive remedies, subject to Distributor’s rights under Section 11 regarding any Goods
for which Distributor has accepted delivery under this Section 6.3.


 


Except
as provided under this Section 6.3 and Section 12, all sales of Goods to Distributor under this Agreement are made on a one-way
basis and Distributor has no other right to return Goods purchased under this Agreement.


 


7.
Resale Prices. The list of goods in Schedule l sets out SBA’s suggested resale prices for the Goods. These are suggested
prices, agreed with Distributor and that SBA and Distributor believe accurately reflect the relative market for the Goods based
on features, technology, and·comparative competitive products.


 


8.
Term; Termination.


 


8.1
Term. The term of this Agreement commences on the Effective Date and terminates on 31 JANUARY 2025, and shall thereafter
renew for additional successive 5 year terms unless and until either Party provides notice of nonrenewal at least 90 days before
the end of the then-current term, or unless and until earlier terminated as provided under this Agreement or applicable law (the
“Ter m”). If either Party provides timely notice of its intent not to renew this Agreement, then unless earlier
terminated in accordance with its terms, this Agreement terminates on the expiration of the then current Term.


 


8.2
Termination Rights. Either Party may terminate this Agreement (including all related purchase orders pursuant to Section
8.3(a)), upon notice to the other Party:


 


(a)
except as otherwise specifically provided under this Section 8.2, if the other Party is in breach of this Agreement and either
the breach cannot be cured or, if the breach can be cured, it is not cured within 30 days following the other Party’s receipt
of notice of such breach;


 


(b)
if the other Party:


 


(i)
becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;


 


(ii)
files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or
involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;


 




    	

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(iii)
seeks reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts;


 


(iv)
makes or seeks to make a general assignment for the benefit of its creditors; or


 


(v)
applies for or has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to
take charge of or sell any material portion of its property or business.


 


Any
termination under this Section 8.2 is effective on receipt of notice of termination.


 


8.3
Effect of Expiration or Termination. Upon the expiration or earlier termination of this Agreement:


 


(a)
All related purchase orders are autom tically terminated; and


 


(b)
Each Party shall promptly return or destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating
or based on the other Party’s Confidential Information.


 


8.4
Post-Term Resale. On the expiration or earlier termination of this Agreement, except for termination by SBA under Section
8.2(a), Distributor may, in accordance with the applicable terms and conditions of this Agreement, sell off its existing inventories
of Goods for a period of 6 months following the last day of the Term (“Pos-tTerm Resale Period”).


 


9.
Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party
information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential
information, and other sensitive or proprietary information (collectively, “Confidential Information”). Confidential
Information shall not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving
party at the time of disclosure; or (c) rightfully obtained by receiving party on a non-confidential basis from a third party.


 


The
receiving party shall not disclose any such Confidential Information to any person or entity, except to the receiving party’s
employees who have a need to know the Confidential Information for the receiving party to perform its obligations hereunder. On
the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies,
whether in written, electronic or other form or media, of the disclosing party’s Confidential Information, or destroy all
such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed.


 


l0.
Compliance with Laws. Distributor is in compliance with and shall comply with all applicable laws, regulations arid ordinances.
Distributor has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs
to carry out its obligations under this Agreement.


 




    	

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11.
Limited Product Warranty:i nd Disclaimer


 


11.1
Limited Product Warranty. SBA warrants that the Goods will meet the specifications set forth in Schedule L2_J, are free
from defects in material and workmanship under normal use and service with proper maintenance for twelve months. The term for
such warranties shall begin upon receipt of the Good by Distributor’s customer. Distributor or its customer shall promptly
notify SBA of any known warranty claims and shall cooperate in the investigation of such claims. If any Good is proven to not
conform with this warranty during the applicable warranty period, SBA shall, at its exclusive option, replace the Good or refund
the purchase price paid by Distributor for each non-conforming Good.


 


SBA
shall have no obligation under the warranty set forth above if Distributor or its customer:


 


(a)
fails to notify SBA in writing during the warranty period of a non- conformity; or


 


(b)
uses, misuses, or neglects the Good in a manner inconsistent with the Good’s specifications or use or maintenance directions,
modifies the Good, or improperly installs, handles or maintains the Good.


 


Except
as explicitly authorized in this Agreement or in a separate written agreement with SBA, Distributor shall not service, repair,
modify, alter, replace, reverse engineer or otherwise change the Goods it sells to its customers. Distributor shall not provide
its own warranty regarding any Good.


 


11.2
DISCLAIMER. EXCEPT FOR THE WARRANTIES SET OUT UNDER THIS SECTION 11, NEITHER SBA NOR ANY PERSON ON SBA’S BEHALF HAS
MADE OR MAKES FOR DISTRIBUTOR’S OR ITS CUSTOMERS’ BENEFIT ANY EXPRESS OR lMPLIED REPRESENTATION OR WARRANTY WHATSOEVER,
INCLUDING ANY WARRANTIES OF: (i) MERCHANTABILITY; (ii) FITNESS FOJ A PARTICULAR PURPOSE; (iii) TITLE; OR (iv) NON-INFRINGEMENT;
WHETHER ARISING BYLAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
DISTRIBUTOR ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY SBA, OF ANY OTHER PERSON ON SBA’S
BEHALF.


 


12.
Indemnification. Subject to the terms and conditions of this Agreement, Distributor shall indemnify, hold harmless, and
defend SBA and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors, and
permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies,
claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’
fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance
providers relating to any claim of a third party or SBA arising out of or occurring in connection with: (a) Distributor’s
acts or omissions as Distributor of the Goods, including negligence, willful misconduct or breach of this Agreement; (b) Distributor’s
advertising or representations that warrant performance of Goods beyond that provided by SBA’s written warranty or based
upon Distributor’s business or trade practices; (c) any failure by Distributor or its personnel to comply with any applicable
laws; or (d) allegations that Distributor breached its agreement with a third party as a result of or in connection with entering
into, performing under or terminating this Agreement.


 




    	

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13.
Limitation of Liability. IN NO EVENT SHALL SBA OR ANY OF ITS REPRESENTATIVES BE LIABLE UNDER THIS AGREEMENT TO DISTRIBUTOR
OR A1”\/Y THIRD PARTY FOR CONS/EQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, ARISING
OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT,REGARDLESS OF{A) WHETHER SUCH DAMAGES WERE FORESEEABLE,
(B) WHETHER OR NOT SBA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR
OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN NO EVENT SHALL SBA’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT,
WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUD ING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS
PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO SBA UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO
THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF THE DISTRIBUTOR’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL
PURPOSE.


 


14.
Insurance. For the Term and a period of 12 months after the expiration or termination of this Agreement, Distributor shall,
at its own expense, maintain and carry insurance in full force and effect that includes, but is not limited to, commercial general
liability(including product liability) with JPY200,000,000 for each occurrence and JPY200,000,000 in the aggregate with financially
sound and reputable insurers. Upon SBA’s request, Distributor shall provide SBA with a certificate of insurance and policy
endorsements for all insurance coverage required by this Section 14 and shall not do anything to invalidate such insurance. The
certificate of insurance shall name SBA as an additional insured. Distributor shall provide SBA with 60 days’ advance written
notice in the event of a cancellation or material change in SBA’s insurance policy. Except where prohibited by law, Distributor
shall require its insurer to waive all rights of subrogation against SBA’s insurers and SBA or the Indemnified Parties.


 


15.
Audit Rights. Upon a minimum ofl4 days’ notice, during the Term and within one year after the expiration or earlier
termination of this Agreement or the Post-term Resale Period, whichever is later, SBA may audit Distributor’s files relating
to its sales, marketing, and inventory of Goods regarding transactions that took place in the immediately preceding 12 months.
SBA may conduct any audit under this Section 15 at any time during regular business hours and no more frequently than semi-annually.


 


16.
SBA’s Inspection Rights. During the Term and the Post-term Resale Period Distributor shall, on 10 working days’
notice, make available for physical inspection by SBA at any time during regular business hours: (a) any and all Goods in Distributor’s
inventory; and (b) the Distributor’s principal place of business, marketing offices, or the distribution center(s). Notwithstanding
the foregoing, SBA cannot conduct an inspection under this Section 16 more frequently than annually.


 




    	

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17.
Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments and appendices,
constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all
prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject
matter. In the event of conflict between the terms of this Agreement and the terms of any purchase order or other document submitted
by one Party to the other, this Agreement shall control unless the Parties specifically otherwise agree in writing pursuant to
Section 19.


 


18.
Survival. Subject to the limitations and other provisions of this Agreement: (a) the , representations and warranties of
the Parties contained herein will survive the expiration or earlier termination of this Agreement for a period of 12 months after
such expiration or termination; and (b) Sections 8.3, 9, 11. 2, 12, 13, 14, 27, and 28 of this Agreement, as well as any other
provision that. in order to give proper effect to its intent, should survive such expiration or termination, will survive the
expiration or earlier termination of this Agreement for the period specified therein, or if nothing is specified for a period
of 12 months after such expiration or termination.


 


19.
Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be
in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party
may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all notices must be delivered
by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested,
postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (a) on receipt by the receiving Party,
and (b) if the Party giving the notice has complied with the requirements of this Section.


 


	Notice
    to Distributor:	3-14-16
    Maesawa Higashikurume-shi,
	 	Tokyo
    203-8511
	 	Japan.
	 	Attention:
    Manager
	 	Tennis
    Marketing Sect. Sporting Goods Sales Dept. 
	 	Sporting
    Goods Div.
	 	Slinger
    Bag Americas Inc
	Notice
    to SBA:	2709
    N Rolling Rd Unit 138,
	 	Windsor
    Mill, 21244 
	 	Maryland
	 	USA
	 	Attention:
    Chief Executive Officer


 


20.
Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such
invalidity, illegality, or unenforceability shall not affect the enforceability of any other term or provision of this Agreement
or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or
provision is invalid, illegal or unenforceable, the court may modify this Agreement to effect the original intent of the Parties
as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest
extent possible.


 




    	

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Distribution Agreement
February 20, 2020


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21.
Amendments. No amendment to this Agreement is effective unless it is in writing and signed by an authorized representative
of each Party.


 


22.
Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth
in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay
in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof,
nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power, or privilege.


 


23.
Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise
by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently
be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.


 


24.
Assignment. Except as otherwise set forth in Section 1.2, neither Party may assign any of its rights or delegate any of
its responsibilities under this Agreement without the prior written consent of the other Party. The other Party shall not unreasonably
withhold or delay its consent. Any purported assignment or delegation in violation of Section 24 shall be null and void.


 


25.
Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their
respective permitted successors and permitted assigns.


 


26.
No Third-Party Beneficiaries. Subject to the next paragraph, this Agreement benefits solely the Parties to this Agreement
and their respective permitted successors and permitted assigns and nothing in this Agreement, express or implied, confers on
any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.


 


The
Parties hereby designate Indemnified Parties as third-party beneficiaries of Section 2 with the right to enforce such Section
12.


 


27.
Choice of Law. This Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement
and thereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with,
the laws of the State of Maryland, United States of America, without regard to the conflict of laws provisions thereof to the
extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the
State of Maryland


 


28.
Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or
proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all
exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, including contract,
equity, tort, fraud, and statutory claims, in any forum other than US District Court, District of Maryland or, if such court does
not have subject matter jurisdiction, the courts of the State of Maryland sitting in Baltimore, and any appellate court from any
thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any
such action, litigation, or proceeding only in US District Court, District of Maryland or, if such court does not have subject
matter jurisdiction, the courts of the State of Maryland sitting in Baltimore. Each Party agrees that a final judgment in any
such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law.


 




    	

Slinger Bag Americas inc_Globeride Inc
Distribution Agreement
February 20, 2020


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29.
Waiver of Jury Trial. Each Party acknowledges and agrees that any controversy that may arise under this Agreement, including
exhibits, schedules, attachments, and appendices attached to this Agreement is likely to involve complicated and difficult issues
and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of
any legal action arising out of or relating to this Agreement, including any exhibits, schedules, attachments, or appendices attached
to this Agreement, or the transactions contemplated hereby.


 


30.
Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together
are deemed to be one and the same agreement. Notwithstanding anything to the contrary in Section 19, a signed copy of this Agreement
delivered by facsimile, email or other means of electronic transmission is deemed to have the same legal effect as delivery of
an original signed copy of this Agreement.


 


31.
Force Majeure. Any delay or failure of either Party to perform its obligations under this Agreement will be excused to
the extent that the delay or failure was caused directly by an event beyond such Party’s reasonable control, without such
Party’s fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been
foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars or acts of terrorism)
(each, a “Force Majeure Event”). A Party shall give the other Party prompt written notice of any event or circumstance
that is reasonably likely to result in a Force Majeure Event, and the anticipated duration of such Force Majeure Event. An affected
Party shall use all diligent efforts to end the Force Majeure Event, ensure that the effects of any Force Majeure Event are minimized
and resume full performance under this Agreement. Notwithstanding the above, no failure by Distributor to make payment of any
amounts owed under this Agreement is excused by reason of any Force Majeure Event.


 


32.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained
in this Agreement shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture or other
form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to
contract for or bind the other party in a·ny manner whatsoever.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	

Slinger Bag Americas inc_Globeride Inc
Distribution Agreement
February 20, 2020


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IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.


 


	 	Slinger
    Bag Americas Inc.
	 	 	 
	 	By	/s/
    Mike Ballardie
	 	 	Mike
    Ballardie
	 	 	Chief
    Executive Officer
	 	 	 
	 	 	GLOBERIDE
    INC
	 	 	 
	 	 	/s/
    Kazunari Suzuki
	 	Name:	Kazunari
    Suzuki
	 	Title:	Representative
    President


 




    	

Slinger Bag Americas inc_Globeride Inc
Distribution Agreement
February 20, 2020


	13	 



     


    

 


SCHEDULES
AND EXHIBITS


 


Schedule
1


 


Goods,
Territory and Price List


 


	 	●
    	Products:
    Products bearing the Slinger® trademark including but not limited to tennis ball launcher devices, tennis ball launcher
    accessories, sports bags, tennis balls, tennis court accessories and other tennis related products marketed by Slinger (the
    “goods”)
	 	 	 
	 	●
    	Territory:
    Japan
	 	 	 
	 	●
    	Excluded
    3rd Party Re-sale Accounts: AMAZON, ALIBABA, E-BAY
	 	 	 
	 	●
    	Japan
    Market Prices (as at date of execution)- see schedule 2
	 	 	 
	 	●
    	Minimum
    Purchase Obligations: These are defined as being to achieve unit sales to 2.5% of the agreed (between parties) Japanese
    avid tennis player market consisting of 1.3 million avid players, over a 5-year period. This represents a cumulative total
    of 32,500 units of Slinger Tennis Ball Launchers.
	 	 	 
	 	●
    	Shipping
    (lntcrco) Terms: Slinger Equipment: FOB Xiamen or FOB Hong Kong. China. Slinger Tennis Balls: FOB Bangkok,
    Thailand. All prices are based in US$ (United States Dollars)
	 	 	 
	 	●
    	Payment
    Terms: Payment terms are set as being within a maximum of 40 days from the date of the invoice, in line with Distributors’
    monthly accounts payable schedule of payments, which are issued on the 20th of each calendar month.
	 	 	 
	 	●
    	Currency:
    Distributor shall make all payments in US Dollars by wire transfer or automated clearing house, in accordance with the
    following banking / wire instructions:


 


	 	●
    	ABA
    Number: 026009593
	 	 	 
	 	●
    	Account
    Number:
	 	 	 
	 	●
    	SWIFT
    CODE: BOFAUS3N
	 	 	 
	 	●
    	Bank
                                         Address: Bank of Americas Bank of America, N.A.

        222
        Broadway

        New
        York, NY 10038

	 	 	 
	 	●
    	Attn:
    SLINGER BAG AMERICAS INC


 




    	

Slinger Bag Americas inc_Globeride Inc
Distribution Agreement
February 20, 2020


	14	 



     


    

 


Schedule
2


 


Goods,
Territory and Price List


 


THE
AGREED PRICING MATRIX FOR SLINGE R® PRODUCTS FOR SALE IN 


JAPANESE
MARKET BY DISTRIBUTOR AS OF DATE OF EXECUTION IS


LISTED
BELOW


 


	SLINGER®
    PRODUCT 	 	Retail
    Price 
	Launcher	 	 ¥70,000.00
	Oscillators
    	 	¥15.000.00
	Camera
    Holder	 	 ¥2,000.00
	3pk
    Bag 	 	¥3,000
    .00
	Picku_p
    Cube .	 	.¥.
    3 _0. 0 0.00
	Balls72	 	 ¥14.400.00
	Battery
    	 	¥7,000.00


 


PriceList@
with Accessory Set


 


	SLINGER®
    PRODUCT 	 	Retail
    Price 
	Launcher	 	¥70,000.00
	Oscillators	 	 ¥15.000.00
	Camera
    Holder	 	 ¥2,000.00
	3pk
    Bag 	 	¥3,000
    .00
	Picku_p
    Cube ..	 	¥.
    3 _0. 0 0.00


 


THE
CORRESPONDING SLINGER FOB PRICING AS AT DATE OF EXECUTION


IS
AS FOLLOWS:


 


	SLINGER®
    ITEM NUMBER	 	SLINGER®
    MODEL DESCRIPTION	 	FOB
                                         XIAMEN CHINA

        (FCL)
        US$ (DOLLARS)
	 	MINIMUM
    ORDER QUANTITY
	R10001	 	Slingshot
    T●One Launcher	 	$300.00	 	220
	R10001JP	 	Slingshot
    T-One Launcher JP	 	$295.00	 	220
	R80003	 	Osclllator	 	$60.00	 	100
	R80006	 	Telescopic
    Pick Up tube	 	$15.00	 	100
	R90070	 	Phone
    Camera Holder	 	$7.00	 	220
	R60002	 	3
    Racquet Bag	 	$15.00	 	100
	 	 	 	 	 	 	 
	SLINGER®
    ITEM NUMBER	 	SLINGER®
    MODEL DESCRIPTION	 	FOB
                                         US$ BANGKOK THAILAND (FCL)

        US$DOLLARS
	 	MINIMUM
                                         ORDER

        QUANTITY

	WR8201201001	 	SlingerTriniti
                                         Ball - 72 ball case pack

        (Can
        only be purchases in case qty and in same volume as Launcher)
	 	$95.00	 	1083
    cases


 




    	

Slinger Bag Americas inc_Globeride Inc
Distribution Agreement
February 20, 2020


	15	 



     


    

 


Schedule
3


 


CERTIFICATION
LISTING


 





The
following product certificates document the product certification and 


qualification
for Slinger products to be distributed across Japan