Exhibit 10.16


 


MERCHANDISING
LICENSE AGREEMENT


 


Agreement
No: ___________


 


THIS
MERCHANDISING LICENSE AGREEMENT is effective as of June 23rd, 2017, (hereinafter the “Effective Date”) and is made
by and between the following parties (collectively referred to herein as the “Parties” and individually as a “Party”):


 


PARTIES:


 


Pineapple
Express, Inc., located at 10351 Santa Monica Blvd., Suite 420, Los Angeles, CA 90025, USA (hereinafter referred to as “OWNER”)
on the one hand, and


 


Putnam
Accessory Group, Inc., located at 2133 E. 38th Street, Los Angeles, CA 90058, (hereinafter referred to as the “Licensee”)
on the other hand.


 


RECITALS:


 


WHEREAS,
OWNER has created and owns and/or controls the works identified in the Definitions set forth herein below (hereinafter referred
to as the “Property”) and OWNER has the right to license and authorize third parties to use said Property and to grant
the rights set forth herein below; and


 


WHEREAS,
in a separate agreement between OWNER and SHARPER, INC. located at 1501 N. Sepulveda Blvd., #B, Manhattan Beach, CA 90266
(hereinafter referred to as the “Agent”), Agent has been appointed by OWNER to act as the sole and exclusive agent
for OWNER in certain countries in connection with the representation of the Property and the commercial exploitation and licensing
thereof and Agent has been authorized by Owner to procure and administer licensing arrangements for use of the Property (herein
“Licenses” or “License Agreements”) and to receive payments in connection with such License Agreements;
and


 


WHEREAS,
Licensee desires to obtain a License to manufacture certain items of merchandise or products bearing or otherwise utilizing the
Property as specifically identified in the Definitions set forth below (herein referred to as the “Licensed Articles”)
and to market, sell and distribute said Licensed Articles in a certain country or countries (herein referred to as the “Territory”)
and in specific channels of distribution (herein referred to as the “Retail Channels”) as defined herein below; and


 


WHEREAS,
the Parties hereto are in agreement with respect to the terms and conditions upon which Licensee shall have the right to use the
Property in connection with the manufacture, marketing, sale and distribution of such Licensed Articles during the Term of this
License Agreement.


 




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NOW
THEREFORE, in consideration of the mutual promises contained herein and in the Standard Terms and Conditions attached hereto and
made a part hereof, the Parties hereby agree as follows:


 


	I.	DEFINITIONS:


 


In
this Merchandising License Agreement and the Standard Terms and Conditions attached hereto (collectively referred to herein as
the “Agreement”), the following terms shall have the meanings set forth below:


 


	(a)	“Property”
    shall mean: The approved name(s), logo(s), symbol(s), design(s), and/or visual representations, themes, illustrations, original
    artistic works, branding mechanisms, characterizations, names, pseudonyms, likenesses, artwork, props and other visual and
    audible elements of or associated therewith and all titles, brands, trademarks (and applications therefore), trade names,
    trade dress, copyrights, and logos used in connection therewith owned and/or controlled by OWNER entitled “THC”
    and the web domain THC.com, and all intellectual property rights, copyrights, trademarks and servicemarks, or other intellectual
    property rights therein. Each specific proposed use of a “Property” shall require the Owner’s prior written
    approval in each instance.
	 	 
	(b)	“Licensed
    Articles” shall mean: The items of merchandise specifically set forth in Exhibit “B” utilizing the Property.
	 	 
	(c)	“Term”
    shall mean: The period commencing on June 1, 2017 and ending on August 31, 2018 unless sooner terminated in accordance with
    any of the provisions set forth herein or in the Standard Terms and Conditions attached hereto.
	 	 
	(d)	“Territory”
    shall mean: USA and Canada.
	 	 
	(e)	“Retail
    Channels” shall mean: The channels of distribution set forth in Exhibit “C” for marketing, sale and distribution
    of the Licensed Articles.
	 	 
	(f)	“Merchandising
    Rights” shall mean: The right to utilize the Property in connection with the manufacture of the Licensed Articles and
    to market, advertise, promote, sell and distribute said Licensed Articles in the Territory and Retail Channels specified herein,
    subject to the Standard Terms and Conditions attached hereto.
	 	 
	(g)	“Net
    Sales” shall mean: The gross number of all Licensed Articles bearing and/or otherwise utilizing the Property which are
    manufactured and shipped/distributed by or on behalf of Licensee or any of its directly or indirectly affiliated, associated,
    related, parent or subsidiary companies less only: 1) Licensed Articles distributed to Agent and/or OWNER; 2) Licensed Articles
    distributed to third parties in the normal course of business as samples, PROVIDED THAT, no compensation of any type is received
    by or on behalf of Licensee for such samples and the distribution thereof is limited to a reasonable number for the purposes
    of stimulating sales and orders of the Licensed Articles; 3) actual, documented and verifiable returns of damaged Licensed
    Articles actually credited to a customer; and 4) industry customary and normal, documented and verifiable trade discounts
    actually credited to a customer not to exceed 5% (Five Percent).
	 	 
	(h)	“Royalty”
    and/or “Royalties” shall mean: 12% (Twelve percent) of Licensee’s wholesale selling price of the Licensed
    Articles or direct to consumer online retail price or any higher selling price if applicable, on all Net Sales of the Licensed
    Articles as specifically set forth in Section I.(g) above without deductions of any kind.
	 	 
	(i)	“Guarantee”
    shall mean: The non-returnable, non-refundable sum of $0 (Zero Dollars) payable by Licensee to Agent (in United States Dollars)
    as a minimum guarantee against Royalties due hereunder for the Term specified above:


 


Payment
Schedule for Guarantee:


 


Advance
Guarantee: $0 (Zero Dollars) payable upon execution of this Agreement by Licensee as an advance against Royalties due on Net Sales
of the Licensed Articles (herein referred to as the “Advance”).


 




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Balance
of Guarantee: $0 (Zero Dollars) due on or before any earlier termination of this Agreement.


 


It
shall be understood and agreed that the Balance of Guarantee amount set forth above shall be payable by Licensee only to the extent
that the applicable amount has not previously been remitted to Agent by Licensee by the due date by way of the Royalties theretofore
paid by Licensee in excess of the Advance.


 





	(j)	“Authorized
    Language” shall mean: English.
	 	 
	(k)	(i)
    “Marketing Date” shall mean: On or before May 31, 2017.
	 	 
	 	(ii)
    “Distribution Date” shall mean: On or before June 30, 2017.




 


	(l)	“Trademark
    and Copyright Notice” shall mean: _____________________________________________


 


	(m)	“Sell-Off
    Period” shall mean: A period of Ninety (90) days after expiration of the Term for Licensee to dispose of Licensed Articles
    in process or on hand as specifically provided in the Standard Terms and Conditions attached hereto in paragraph 12.
	 	 
	(n)	“Exclusivity”
    shall mean: Non-exclusive. For clarity, Licensee acknowledges and agrees that the license granted to it under this Merchandising
    License Agreement is non-exclusive, and that the Owner may enter into licenses of the Property with other third parties, including
    competitors of the Licensee, all in Owner’s sole discretion.
	 	 
	(o)	“Additional
    Insureds/Indemnities” shall mean: Sharper, Inc.


 


	II.	GRANT:


 


Subject
to the provisions set forth herein and in the Standard Terms and Conditions attached hereto and made a part hereof, OWNER hereby
grants to Licensee, and Licensee hereby accepts, a non-exclusive limited License for the right to utilize the Property solely
in connection with the manufacture of the Licensed Articles specified herein and the marketing, sale and distribution of said
Licensed Articles in the specific Territory and Retail Channels granted herein. All rights not specifically granted pursuant to
this Agreement are hereby reserved to OWNER.


 


Subject
to Licensee maintaining the Minimum Performance Level as specified in paragraph 5.(a) in the Standard Terms and Conditions attached
hereto, and upon written notice to LICENSOR of not less than Thirty (30) days prior to the end of the Term, Licensee shall have
the option to extend the Term of this Agreement for a period of Fifteen (15) additional months (Hereafter the “Term Extension”)
PROVIDED that all Royalties owed and paid in full to LICENSOR hereunder in respect of the Royalty Period from April 1, 2017 through
May 31, 2018 have exceeded US $24,000 (Twenty Four Thousand US DOLLARS). It is expressly agreed and acknowledged that as a condition
of any such Term Extension, Licensee shall be required to make a Guarantee payment during such Term Extension (Hereafter the “Further
Guarantee”) of an additional amount of at least 50% (Fifty per cent) of the Royalties already paid by Licensee in respect
of the initial Term. Such Further Guarantee shall be payable by Licensee to Agent on behalf of OWNER by way of an Advance of one
third of the Further Guarantee as an advance against Royalties due on Net Sales of the Licensed Articles during such Term Extension
and payable upon execution of the amendment to this Agreement specifying such Term Extension, together with the Balance of such
Further Guarantee being paid by way of minimum payments spread equally across each quarterly Royalty Period for the balance of
the Term Extension. For the purposes of clarity, there shall be no cross-collateralization or offset of any earned royalties from
the Term of the Agreement to the Term Extension, including specifically that any offset of such against the Further Guarantee
is hereby prohibited.


 




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Nothing
contained herein or in any provision of the Standard Terms and Conditions attached hereto shall be construed to prevent OWNER
from granting any other license to any other person or entity for the use of the Property or from utilizing the Property in any
manner whatsoever.


 


	III.	TERMS
    AND CONDITIONS:


 


This
Merchandising License Agreement is subject to the Standard Terms and Conditions attached hereto and incorporated herein by reference
and such Standard Terms and Conditions and all Attachments, Exhibits and/or Schedules thereto as specified herein below shall
be deemed a part of this Agreement.


 


IN
WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused this Agreement to be duly executed
as of the Effective Date first written above.


 


	Pineapple
    Express, Inc., (“OWNER”)	 
	 	 	 
	By:	/s/ Matthew
    Feinstein	 
	Its:	CEO	 
	 	 	 
	Putnam
    Accessory Group, Inc. (“Licensee”)	 
	 	 
	By:	/s/
    John Putnam	 
	Its:	President	 


 


	ATTACHMENTS	 
	 	 
	Merchandising
    License Agreement Standard Terms & Conditions	 
	Trademarks
    and Copyrights	(Exhibit
    “A”)
	Description
    of Licensed Articles	(Exhibit
    “B”)
	Retail
    Channels of Distribution	(Exhibit
    “C”)
	Manufacturer’s
    Agreement	(Exhibit
    “D”)
	Licensee
    Report Form	(Schedule
    “1”)
	Approval
    Guidelines	(Schedule
    “2”)
	Licensee
    Product Approval Submission Form	(Schedule
    “3”)
	//	 
	//	 


 







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MERCHANDISING
LICENSE AGREEMENT STANDARD TERMS AND CONDITIONS


 


	1.	LICENSE
	 	 
	(a)	This
    Agreement is entered into by and between the respective Parties first set forth on page one of the Merchandising License Agreement
    (sometimes referred to herein as the “Agreement”) to which these Standard Terms and Conditions are attached and
    made a part thereof. Unless otherwise provided, all capitalized terms used herein shall have the meaning specified in the
    Definitions set forth in said Merchandising License Agreement. In the event there is any inconsistence between the Merchandising
    License Agreement and the Standard Terms and Conditions, the terms of the Merchandising License Agreement shall control in
    all respects.
	 	 
	(b)	Licensee
    shall have no right to sub-license any of the rights granted herein. Further, the license hereby granted to Licensee extends
    only to the Licensed Articles and Licensee shall not make or authorize any use, direct or indirect, of the Property in connection
    with any other goods, materials or services. Licensee specifically acknowledges that the rights granted herein to Licensee
    to manufacture, market, advertise, sell, distribute or otherwise exploit the Licensed Articles shall be expressly restricted
    to those Retail Channels authorized herein and shall not include any rights in connection with any: giveaway, premium, promotion,
    fan club, amusement and theme parks, live stage shows, sponsorship, or any channel of distribution not specifically set forth
    in the Retail Channels identified in the Definitions. All of the aforementioned rights and means of distribution are expressly
    retained and reserved by OWNER and any and all such rights may be exercised by OWNER and/or its agent and designees concurrently
    with the rights licensed to Licensee hereunder without regard to the extent to which any such rights may be competitive with
    Licensee or the rights granted to Licensee herein.
	 	 
	(c)	Licensee
    shall not, directly or indirectly, make, advertise, promote or solicit sales of the Licensed Articles, like or similar, in
    any country or area outside of the Territory, nor shall Licensee open a new branch or office outside of said Territory for
    the purpose of selling or distributing the Licensed Articles without OWNER’s express written approval. Licensee specifically
    acknowledges and agrees that Licensee will not knowingly sell or distribute the Licensed Articles to any persons or entities
    (herein “customers”) who intend to or who are likely to resell or distribute the Licensed Articles outside of
    the Territory and Retail Channels specified herein or in a manner specifically prohibited in paragraph 1.(b). Licensee shall
    be required to advise all of its customers that the Licensed Articles are to be sold and distributed only in the Territory
    and Retail Channels specified in the Definitions and Licensee shall use its best efforts to assist OWNER and Agent in ensuring
    that Licensee’s customers comply therewith.
	 	 
	(d)	Subject
    to full execution of this Agreement by all Parties hereto, the grant of rights and license set forth herein shall be in full
    force and effect for a Term as specified in the Definitions unless sooner terminated in accordance with any of the provisions
    set forth in this Agreement.
	 	 
	2.	PAYMENTS
	 	 
	(a)	In
    consideration of the rights and license granted herein, Licensee hereby agrees to and shall pay to Agent, on behalf of OWNER
    and Agent, the following:


 


	 	(i)	Guarantee:
    Licensee shall pay the Guarantee during the Term in the amount specified in Section I.(i) of the Definitions and such
    Guarantee shall be payable in accordance with the Payment Schedule set forth therein. As recited in Section I.(i) of the Definitions,
    a portion of the Guarantee shall be payable by Licensee as an Advance against Royalties payable hereunder as specified in
    paragraph 2.(a)(ii) below, and the Balance of Guarantee shall be payable in the amount and on the date specified in said Payment
    Schedule to the extent that Royalties actually remitted by Licensee to Agent (in excess of the Advance) do not already equal
    or exceed the applicable amount due by the specified date.


 




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	 	(ii)	Royalty:
    Licensee shall pay the Royalty at the applicable rate specified in Section I.(h) of the Definitions on all Net Sales of
    the Licensed Articles as such terms are defined in the Definitions. No costs or charges incurred in the creation, production,
    manufacturing, reproduction, selling, marketing, advertising, exploitation, or shipping/freight and distribution of the Licensed
    Articles (including, but not limited to, bank or money transfer charges) shall be deducted from the selling price of the Licensed
    Articles or the Royalties payable by Licensee nor, shall any deductions be allowed for cash or prompt payments, bad debts,
    uncollectible accounts, advertising or mark down allowances, new-store allowances, allowances in lieu of returns or for returns
    made on the basis of an accrual or reserve system or for any other allowances or discounts unless otherwise specifically permitted
    herein. If Licensee distributes the Licensed Articles to an entity in any way directly or indirectly related to Licensee (e.g.,
    an affiliated, associated, parent or subsidiary company), or at a price less than the regular price charged by Licensee to
    unrelated parties, the Royalties payable on such sales shall not be less than the Royalties based upon the price generally
    charged to the trade by Licensee. Royalties due hereunder shall accrue on distribution/shipment or billing, whichever is earlier,
    and not on the payment of any invoice by a customer. Royalties shall be payable on the Net Sales of all Licensed Articles
    whether or not billed. Notwithstanding the foregoing, the Parties acknowledge that Licensee shall not be required to pay Royalties
    on Net Sales of the Licensed Articles until the amount of such Royalties which would otherwise be due hereunder, equals the
    amount of the Advance already paid by Licensee to Agent as specified in the Payment Schedule set forth in Section I.(i) of
    the Definitions.


 


	(b)	Notwithstanding
    anything to the contrary contained herein, the Royalties payable during the Term shall not be less than the Guarantee specified
    in the Definitions and Licensee’s obligation for payment of the full amount of the Guarantee and any Royalties due in
    excess of such Guarantee shall survive expiration or termination of this Agreement and notwithstanding any such expiration
    or termination, the obligation for payment of a Royalty by Licensee will continue for so long as any Licensed Articles are
    manufactured, sold or distributed by or on behalf of Licensee.
	 	 
	(c)	Within
    30 (thirty) days following the last day of each calendar quarter during the Term (the “Royalty Period”), Licensee
    shall furnish to Agent and OWNER a complete and accurate statement of all sales and distribution of the Licensed Articles
    during such Royalty Period, whether or not any Net Sales have taken place during such Royalty Period. Each such statement
    shall be accompanied by Licensee’s remittance of all Royalties and any other sums (if any) shown to be due. (i.e., Royalties
    due for each calendar quarter commencing on the first (1st) day of January, April, July and October [with the exception of
    the first and last calendar quarters which may be “short” depending upon the date of the commencement and expiration
    or termination of this Agreement] shall be reported and payable to Agent and OWNER no later than thirty (30) days after the
    end of each such calendar quarter). Each such accounting statement shall be sent to Agent and OWNER in the form attached hereto
    as Schedule “1” or such other form otherwise provided or approved by OWNER and such statement shall include the
    number of units manufactured, sold and/or distributed of each of the Licensed Articles, the style number and description of
    the Licensed Articles, the applicable selling price (which shall detail the gross selling price of the Licensed Articles and
    any permitted deductions or bona fide returns for damaged goods actually received and credited to the customers during
    such calendar quarter, if allowable), and the applicable Royalty rate.


 




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	(d)	Royalty
    statements and all payments due hereunder shall be sent to Agent at the address set forth in paragraph 14. below within the
    time period and in the manner specified herein. All payments shall be made to Agent at Licensee’s expense by check or
    wire transfer and all such payments shall be in United States currency and Licensee shall pay and hold Agent and OWNER forever
    harmless from all customs, duties, levies, handling charges, taxes (including without limitation, sales, use, inventory, goods
    and services and value added taxes or other similar taxes which may be levied on the sale of the Licensed Articles [excluding
    OWNER’s and Agent’s income taxes due on the receipt of payments from Licensee in connection with the sale of the
    Licensed Articles]) and any other fees or charges which may be imposed under any law now or hereafter in effect, based upon
    the license, delivery, shipment, import, export, manufacture, use or sale of the Licensed Articles which such charges shall
    not be deducted from any Royalty due hereunder.


 


	 	(i)	In
    the event that Licensee shall be prohibited by law from remitting any sums due hereunder because such sums are restricted
    due to a moratorium, embargo, banking regulations, exchange restrictions or other governmentally imposed restriction on conversion
    and remittance (such sums shall be referred to herein as “Restricted Sums”), Licensee shall immediately notify
    Agent and OWNER, in writing, of such conditions and Licensee shall thereafter take all necessary steps at its own expense
    and at Agent’s and/or OWNER’s request, to obtain any requisite exchange control consents necessary for the remission
    of monies due hereunder. If Licensee is unable to remit such monies, Licensee shall notify Agent and OWNER and be required
    to follow all reasonable instructions of Agent and/or OWNER including, but not limited to, immediately depositing such Restricted
    Sums in a bank account in the Territory in the name directed by OWNER in writing. Such Restricted Sums shall only be considered
    as a valid payment of sums due hereunder when duly deposited as directed.
	 	 	 
	 	(ii)	In
    the event that Licensee shall be required by any government authority to withhold any portion of the sums due hereunder, as
    determined by an opinion of legal counsel of the Licensee that is reasonably acceptable to OWNER and Agent, and pay over such
    portion to a government authority, (herein referred to as a “government imposed “Withholding Tax”), Licensee
    shall be entitled to withhold only such amount of government imposed Withholding Tax as is actually required to be paid at
    the lowest applicable rate, provided that Licensee shall take all steps necessary and sign all documents required to enable
    a receipt and certificate of Withholding Tax or other similar document to be issued to the benefit of OWNER and in the name
    of OWNER and a tax credit to be credited or claimed by OWNER (unless otherwise directed by OWNER) with respect to any such
    government Withholding Taxes paid by Licensee. Licensee specifically acknowledges and agrees that Licensee shall undertake
    and be required to accurately complete and timely file within all applicable time frames all documentation required in connection
    with any such government imposed Withholding Taxes and Licensee shall promptly provide OWNER, or Agent on behalf of OWNER,
    with all official tax receipts and/or certificates of tax deduction and other necessary and appropriate documentation required
    to enable OWNER to claim a United Kingdom tax credit in respect of any such taxes so deducted. In the event that any such
    government imposed Withholding Tax originally deducted hereunder can subsequently be paid, Licensee shall do so promptly.


 




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	(e)	It
    is specifically agreed that late or insufficient payments and statements shall be deemed to constitute a material breach and
    default by Licensee hereunder, and in addition to any other rights and remedies which OWNER may have, if such late or insufficient
    payments and/or statements are not cured within 10 (ten) days after written notice is given to Licensee, OWNER may terminate
    this Agreement at the end of such 10 (ten) day period. In such event, any remaining unpaid balance of the Advance and any
    unpaid Guarantee shall become due and payable immediately. Licensee shall pay interest on all late payments at the rate of
    1% (one percent) per month (or the maximum interest rate permitted by law in Licensee’s Territory, if less than such
    amount) from the date that such payment was due until the date Agent receives such late payment, and the interest payment
    shall be a non-recoupable expense. In the event that any legal expenses or other expenses of debt collection shall be incurred
    by reason of Licensee’s failure to render any statements and/or payments due hereunder, in addition to and without prejudice
    to any other rights of OWNER or Agent (including such rights of termination as set forth herein below in paragraph 11.), Licensee
    shall indemnify OWNER and its Agent and pay for any and all reasonable legal fees and expenses of debt collection which may
    have been incurred in securing a remedy to Licensee’s failure as aforesaid.
	 	 
	(f)	Licensee
    represents that during the full Term hereof and for a period of at least three (3) years after the termination or expiration
    of the Term (including any renewal thereof), Licensee will maintain and keep at its usual and principal place of business
    as specified above, proper, complete and accurate up- to-date books of account and records covering all transactions relating
    to this Agreement and the manufacture, sale and distribution of the Licensed Articles and any other use of the Property by
    Licensee or any affiliated entity in a form which meets Financial Accounting Standards Board (FASB) standards. OWNER, or its
    duly authorized agent, accountant or representative, upon giving Licensee 5 (five) business days prior written notice, shall
    have the right at all reasonable business hours to examine, audit and inspect the books of account and records and all other
    documents and materials in the possession or under the control of Licensee in so far as the same relate to the Licensed Articles,
    Property and/or this Agreement. Licensee shall make such books and records available for examination and OWNER or its nominated
    agent, accountant or representative, shall have free and full access thereto and be permitted to make copies and take extracts
    of all books of account and accounting records in so far as they relate to the subject matter hereof and Licensee shall fully
    cooperate with OWNER or its authorized agent, accountant or representative in connection therewith. OWNER acknowledges that
    it shall exercise its right to audit Licensee no more than once in any 12 (twelve) month period of the Term, unless during
    such twelve (12) month period, an audit conducted by the OWNER discovers an underpayment of any amounts due by Licensee under
    the Agreement in excess of three percent (3%) of the amount properly due to OWNER, in which case, there shall be no limit
    on the number of audits conducted by the OWNER. In addition, Licensee agrees to use reasonable efforts to enable OWNER or
    its agent, accountant or representative to audit and review the records of any and all of Licensee’s distributors, manufacturing
    facilities and/or other suppliers producing articles utilized in connection with the Licensed Articles and all storage facilities
    in order to verify the accountings submitted by Licensee and to ensure that unauthorized merchandise is not being distributed
    with or without the knowledge and consent of Licensee. Any inspection shall be at OWNER’s expense unless a discrepancy
    in the amount of 5% (five percent) or more is discovered for the period examined, in which event Licensee shall bear the reasonable
    costs and expenses of such inspection, (including, without limitation, all accounting, auditing fees and other costs and expenses
    incurred in connection with the inspection and enforcement of this provision) in addition to paying all Royalties owed with
    interest due thereon. The exercise of any right to examine or to audit Licensee’s books or records or the receipt or
    acceptance by Agent and/or OWNER of any Royalty statements and/or payments hereunder (or the cashing of any Royalty checks
    paid hereunder) shall not preclude OWNER, or its accountants, representatives, or agents (including Sharper, Inc.) from thereafter
    questioning or disputing the correctness thereof at any time, and in the event that any inconsistencies or mistakes are discovered
    in such statements or payments, they shall be rectified immediately and the appropriate payment (including interest, as applicable)
    shall be made to Agent. Should a mistake or inconsistency be discovered which results in a credit to Licensee, such credit
    shall be deductible from monies thereafter payable, and shall not require the repayment of any prior sums paid or received
    hereunder.


 




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	(g)	Upon
    the expiration of the Term, in the event the Parties extend the Term , the original Advance and Guarantee have not been fully
    recouped by Licensee from Royalties due hereunder, Licensee shall have no right to carry forward any un-recouped balance.
	 	 
	3.	RIGHTS
    OF APPROVAL AND QUALITY CONTROL
	 	 
	(a)	Prior
    to the commencement of the manufacture of the Licensed Articles, Licensee shall submit to Agent one (1) prototype, design,
    layout or sample of each of the Licensed Articles to be manufactured and all cartons, containers, packaging and wrapping materials,
    hang tags, labels, inserts, in-packs, advertising, promotional displays, press releases or other material including, but not
    limited to, any materials bearing, referring to, or otherwise utilizing the Property (hereinafter referred to as “Collateral
    Materials”) in the following stages: 1) conceptual artwork; 2) final artwork; and 3) as a pre-production sample. Agent
    shall then submit such materials to OWNER for approval. Licensee acknowledges and agrees that Licensee must obtain OWNER’s
    specific written approval of all such prototypes, designs, layouts and sample Licensed Articles and Collateral Materials in
    each of the aforesaid stages before Licensee shall be authorized to manufacture any Licensed Articles and Collateral Materials.
	 	 
	(b)	After
    the Licensed Articles and any Collateral Materials have been manufactured, but prior to any distribution thereof, Licensee
    shall furnish two (2) finished samples of each of the Licensed Articles and all Collateral Materials to Agent (or, if otherwise
    directed by Agent, one (1) sample of all such items shall be furnished by Licensee to Agent and one sample of all such items
    shall be furnished directly to OWNER) for OWNER’s written approval. After samples have been approved in writing by OWNER
    pursuant to the foregoing, OWNER shall not unreasonably withdraw its approval and Licensee shall not make any material modification
    thereto without first obtaining OWNER’s prior written consent in each stage as set forth above.
	 	 
	(c)	All
    submissions required pursuant to this paragraph 3. shall be made in accordance with Schedules “2” (Approval Guidelines)
    and “3” (Licensee Product Approval Submission Form), and shall be subject to OWNER’s written approval prior
    to any use, commercial manufacture, sale, distribution, exploitation or public disclosure thereof Further, Licensee shall
    deliver all submissions, prototypes, designs, specimens and samples and all other items referred to in this paragraph 3. free
    of cost and the costs of carriage or mailing of all such items to Agent and OWNER shall be paid by Licensee. Licensee acknowledges
    that such submissions, prototypes, designs, specimens and samples will not be returned to Licensee. All approvals required
    hereunder may be granted or withheld by OWNER in its sole and absolute discretion, but OWNER shall use its best efforts to
    respond within 7 (seven) business days after OWNER’s receipt of Licensee’s submissions.
	 	 
	(d)	After
    Licensee has commenced selling or distributing the Licensed Articles, Licensee shall furnish to Agent and OWNER, without cost,
    twelve (12) finished samples (six to Agent and six to OWNER) of each type of the Licensed Articles, (however, OWNER, or Agent
    on behalf of OWNER, may, when necessary, request that Licensee provide an additional 4 (four) samples without cost for trademark
    and copyright purposes), together with any cartons, containers, hang-tags and packaging and wrapping materials used in connection
    therewith. If the quality of any of the Licensed Articles falls below the quality previously approved by OWNER or should any
    of the Licensed Articles fail to conform to the approved samples or be found to be defective or harmful to the consumer, OWNER
    shall have the right to withdraw its approval of such items, in which case, upon demand, Licensee shall cease offering such
    Licensed Articles for sale until such Licensed Articles have been corrected to OWNER’s satisfaction and if such inferior
    quality, non-conformance, defect or harmful condition shall, in OWNER’s reasonable opinion, pose a threat to the consumer,
    or the name and goodwill associated with the Property, Licensee shall be required to recall any such Licensed Articles. Licensee
    shall, at all times, have in place appropriate procedures to promptly recall any Licensed Articles which fail to conform to
    the approved samples or which may be defective. Licensee acknowledges and agrees that this Agreement may be terminated in
    accordance with the provisions set forth herein below in paragraph 11. if Licensee does not cure such quality problem(s) within
    the time period specified therein.


 




    	 	9	 



     


    

 


	(e)	Licensee
    acknowledges that the Licensed Articles and all Collateral Materials shall be of a high quality and standard which is at least
    equal to comparable products manufactured and marketed by Licensee and in conformity with a standard sample approved by OWNER.
    Further, Licensee shall ensure that the Licensed Articles and all Collateral Materials shall be of a high standard and of
    such style, appearance and quality as to be adequate and suited to their exploitation as contemplated herein and the same
    shall in no manner reflect adversely upon the good name and goodwill of the Property. Additionally, Licensee shall warrant
    and represent and have the sole and complete responsibility for ensuring that all Licensed Articles and the Collateral Materials
    will be manufactured, sold, distributed, promoted and advertised in an ethical and responsible manner and in full and complete
    compliance and in accordance with all laws, codes, rules, standards and regulations (including, but not limited to, all health,
    safety and employment rules and regulations) applicable to the Licensed Articles and the use of the trademarks and copyrights
    therein and associated therewith in all countries within the Territory. Licensee shall pretest the Licensed Articles and shall
    cause truthful labeling regarding care, maintenance and use to be affixed to the Licensed Articles, packaging or hangtags
    therefore, as appropriate. Licensee shall immediately notify OWNER and Agent of all complaints coming to Licensee’s
    attention from any consumer, customer, or governmental body relevant to any of the Licensed Articles and shall keep OWNER
    and Agent regularly advised by notice of the status and resolution thereof. Licensee shall resolve all such complaints as
    expeditiously as possible. Unless otherwise specifically agreed to in writing by OWNER, the Licensed Articles and all Collateral
    Materials (including all advertising therefore) shall utilize only the Authorized Language set forth in Section I.(j) of the
    Definitions.
	 	 
	(f)	Licensee
    specifically acknowledges and agrees that it may not use, advertise, promote, distribute or sell any materials utilizing the
    Property without having first obtained OWNER’s prior written approval for each specific instance and such approval shall
    not constitute a waiver of any of OWNER’s rights or of Licensee’s duties under this Agreement. Licensee hereby
    acknowledges that neither OWNER nor Agent are competent to determine whether any of the Licensed Articles are fit for the
    use normally and reasonably intended or safe for sale and/or distribution to the public at large. Accordingly, all approval
    rights set forth herein relate to aspects of use of the Property and not to determination of the safety of the Licensed Articles,
    and any approval of the Licensed Articles shall in no way detract from the Licensee’s obligations to comply with statutory
    or other safety guidelines applicable in Licensee’s Territory (including, but not limited to, consumer product safety
    standards and laws, health, workplace and labor standards and laws, environmental protection standards and laws, customs and
    importation laws and all other standards and laws governing the manufacture, distribution and sale of goods in the Territory),
    nor shall such approval be deemed approval of Licensee’s creation and/or use of any verbiage, copy, mark, artwork, design
    or other material which is not owned or controlled by OWNER or provided to Licensee by OWNER, or by Agent on behalf of OWNER
    (hereinafter referred to as “Ancillary Material”). Such Ancillary Material shall be used at Licensee’s own
    risk and Licensee shall take any and all precautions deemed appropriate to ensure that such Ancillary Material is wholly original
    with or fully cleared by Licensee and that the use by Licensee of Ancillary Material does not infringe the rights of any third
    parties. Licensee shall fully indemnify, hold harmless and defend OWNER, and its officers, directors, agents (including Sharper
    Inc.), and employees against any claims, suits, losses or damages (including reasonable attorney’s fees) arising out
    of such use of Ancillary Material by Licensee.


 




    	 	10	 



     


    

 


	(g)	Licensee
    shall permit OWNER, Agent or their representative at all reasonable times and upon reasonable written notice, to enter Licensee’s
    premises for the purpose of inspecting the Licensed Articles or the method of manufacture thereof prior to and during their
    sale and distribution and shall make similar arrangements for inspection of any process performed by a sub-contractor.
	 	 
	(h)	It
    is understood and agreed that OWNER shall retain all right, title and interest in the Property and the trademarks and copyrights
    thereto and derivative thereof. All artwork, designs, illustrations, logos, names, biographical material, photographs or other
    similar material supplied to Licensee embodying the Property shall be and remain the property of OWNER, and shall be promptly
    returned to OWNER or its Agent after use. Licensee shall not use any such material in any manner other than as contemplated
    and permitted herein. Any and all additions to, and new renderings, modifications, improvements or embellishments to any such
    materials or the Property shall, notwithstanding their invention, creation, modification and use by Licensee, (which shall
    be subject to OWNER’s absolute approval) be and remain the property of OWNER and all rights, title and interest thereto
    are hereby assigned to OWNER, and OWNER and its Agent and designees may freely use, and license others to use, the same. Licensee
    shall not register or cause any other entity not authorized by OWNER to register any intellectual property rights arising
    from or relating to the Property.
	 	 
	(i)	Licensee
    agrees to affix to the Licensed Articles, and to all Collateral Materials, (including, but not limited to, all packaging and
    advertising material), the Trademark and Copyright Notice set forth in the Definitions or such other notice provided or approved
    by OWNER in writing. Licensee further agrees to affix to any such material, the appropriate trademark, copyright or servicemark
    notice (i.e., “TM”, “©”, “SM” or “R”) and such other reasonable notice
    or notices of trademark and copyright as reasonably requested by OWNER. Additionally, in the event that the Licensed Articles
    contain any packaged goods and/or garments or other items to which a hang tag may be attached, Licensee shall insert or affix
    to such items either a hang tag or insert, approved by OWNER, which contains information relating to the Property as specified
    in the style guide as well as the Internet web site address for the Property.
	 	 
	(j)	In
    the event that Licensee shall create, modify and/or embellish any artwork or other materials utilizing the Property or should
    Licensee commission a third party to assist Licensee in the creation, modification and/or embellishments of any artwork or
    other materials utilizing the Property, Licensee agrees that such work shall only be performed as a “work made for hire”
    on behalf of OWNER as that phrase is used under U.S. Copyright Law and Licensee shall, if necessary, promptly assign (or arrange
    to have said third party assign) all rights in and to such work and other material to OWNER including the copyright, title
    and interest in and to such materials and Licensee shall execute any documents, or obtain the execution on such documents
    by any third party aiding or assisting Licensee in the creation or development of the materials, which may be necessary to
    accomplish or confirm the foregoing. This provision shall survive any expiration or termination of this Agreement.


 




    	 	11	 



     


    

 


	(k)	Licensee
    acknowledges that the Property is unique and original to OWNER and that OWNER is the owner thereof including all trademarks
    and copyrights therein and derivative thereof. Licensee shall not, at any time during the Term or thereafter, dispute or contest
    OWNER’s exclusive right and title to the Property and/or the trademarks and copyrights or the validity thereof nor shall
    Licensee assist others in disputing or contesting such rights and title. Licensee agrees to cooperate fully and in good faith
    with OWNER at no cost to Licensee unless otherwise agreed, for the purpose of securing and preserving OWNER’s rights
    in and to the Property. In the event there has been no previous registration of the Property and/or Licensed Articles and/or
    any materials relating thereto, upon request from OWNER, or Agent on behalf of OWNER, Licensee shall provide the necessary
    information and additional samples to enable OWNER to register a copyright and trademark and/or servicemark in the name of
    OWNER and Licensee shall sign any and all documents necessary to accomplish the foregoing.
	 	 
	(l)	Licensee
    agrees not to associate any other characters or properties of any other entity, including Licensee, with the Property or its
    trademarks either on the Licensed Articles or in their packaging, advertising, promotional or display materials so as to promote
    such other characters or properties or to create the impression that any trademark or property rights in the Property are
    related to any such rights of such other entity without prior written permission from OWNER. However, Licensee may use its
    own trademarks and other identifying material in such manner as to identify it as the actual source of the manufactured articles
    subject to OWNER’s rights of approval as provided in this paragraph 3.
	 	 
	(m)	In
    those jurisdictions where, in order for use of trademarks to be valid, a direct license from the trademark owner of record
    is required in favor of the trademark user, Licensee undertakes, upon request from OWNER at no additional cost to Licensee,
    to promptly complete a registered user agreement or enter into a similar agreement with the OWNER, with respect to any trademarks
    associated with or embodied in the Property. Licensee undertakes in addition, to execute such further documents, acknowledgments
    and instruments as are necessary for the purposes of effectuating recordation of Licensee as a user of said trademark, in
    such jurisdictions in accordance with the requirements of the specific jurisdictions concerned, and Licensee undertakes to
    cooperate in effectuating such recordation, however, Licensee shall not be required to incur any costs or expenses in connection
    with such recordation. Upon termination of Licensee’s right to use the licensed trademarks in the aforesaid jurisdictions,
    Licensee undertakes to cooperate in the cancellation of the aforesaid recordation, and further undertakes to execute any and
    all documents as are necessary for that purpose.
	 	 
	4.	SUB-CONTRACTING
	 	 
	 	If
    Licensee wishes to sub-contract any step in the manufacture of the Licensed Articles, it may do so only with OWNER’s
    prior written approval, and only after it provides the name and address of the proposed sub-contractor and all of its principals,
    the type of products which such sub-contractor has previously produced, and a written undertaking in the form attached hereto
    as Exhibit “D” or such other form either furnished or otherwise approved by OWNER in which such sub-contractor
    agrees to conditions relating to, interalia, quality control, completion of a registered user agreement with respect to any
    trademarks associated with or embodied in the Property, reporting, access and non- bootlegging activities. In any event, all
    acts of such sub-contractor shall be deemed the acts of Licensee for all purposes and such sub-contractor’s failure
    to fully and properly account to Licensee shall not relieve Licensee of any liability resulting therefrom.
	 	 
	5.	DISTRIBUTION
	 	 
	(a)	Licensee
    agrees that commencing on or before the Marketing Date set forth in the Definitions and thereafter during the Term, it will
    diligently and continuously market, a minimum of six types and/or categories of the Licensed Articles throughout the Territory
    and Retail Channels specified in the Definitions (Herein referred to as the “Minimum Performance Level”) and that
    it will make and maintain adequate arrangements for the manufacture, and the distribution and sale of all the Licensed Articles
    throughout said Territory and Retail Channels in a manner to maximize the revenue derived therefrom.


 




    	 	12	 



     


    

 


	(b)	Licensee
    agrees that it will sell and distribute the Licensed Articles covered by this Agreement outright and not on an approval or
    consignment basis and only to wholesalers and distributors for sale and distribution to retail stores and merchants in the
    Territory and Retail Channels specified in the Definitions, and to retail stores and merchants for sale and distribution direct
    to the public in said Territory and Retail Channels. Licensee warrants and undertakes that it shall not sell the Licensed
    Articles to hawkers, peddlers or street vendors. Licensee shall not, without the prior written consent of OWNER, knowingly
    sell or distribute such Licensed Articles to wholesalers, distributors, retail stores or merchants whose sales or distribution
    are, or will be made, for publicity or promotional tie- in purposes, combination sales, premiums, giveaways, or similar methods
    of merchandising in particular whereby a third party may derive promotion, advertising, endorsement or enhancement of its
    product or service through association with the Property.
	 	 
	(c)	In
    addition to all other remedies available to OWNER, the rights granted to Licensee herein may be terminated with respect to
    any Article if:


 


	 	(i)	Licensee
    fails to submit a prototype for each of the Licensed Articles within three (3) months after the Effective Date of this Agreement;
	 	 	 
	 	(ii)	Licensee
    fails to begin manufacturing the Licensed Articles within two (2) months after the prototype is approved by OWNER;
	 	 	 
	 	(iii)	Licensee
    fails to begin marketing the Licensed Articles on or before the Marketing Date specified in the Definitions;
	 	 	 
	 	(iv)	Licensee
    fails to actively continue the marketing of any design or style of the Licensed Articles for a period of ninety (90) days
    after the Marketing Date or, if the Licensed Articles are seasonal in nature, during Licensee’s normal selling season;
	 	 	 
	 	(v)	Licensee
    fails to sell and distribute any design or style of the Licensed Articles during any one hundred eighty (180) day period after
    the Distribution Date specified in the Definitions or, if the Licensed Articles are seasonal in nature, during Licensee’s
    normal selling season; or
	 	 	 
	 	(vi)	Licensee
    fails to actively continue the marketing and/or distribution of any of the Licensed Articles in a country or substantial portion
    of the Territory licensed hereunder for a period of one hundred eighty (180) days or, if the Licensed Articles are seasonal
    in nature, during Licensees normal selling season, OWNER may terminate the license for such Article(s) with respect to such
    area or Territory.


 


In
the event of a breach or omission in any of the marketing, manufacturing, sales or distribution obligations of Licensee as set
forth in this paragraph 5.(a), (b) and (c) above, OWNER or Agent on behalf of OWNER, shall give Licensee thirty (30) days written
notice of such breach or omission during which time, Licensee shall have an opportunity to cure such breach or omission. If Licensee
does not affect such a cure within the period, then the Agreement, the rights to the Licensed Article or Articles, Territory or
portion of the Territory, as applicable, shall terminate and any remaining unpaid Advance and Guarantee shall become immediately
due and payable and no portion of the Advance and Guarantee shall be refundable to Licensee.


 




    	 	13	 



     


    

 


	6.	INFRINGEMENT
	 	 
	(a)	Subject
    to the provisions of this paragraph, upon request, Licensee shall reasonably assist OWNER in the procurement and protection
    of the rights in and to the Property at no cost to Licensee unless otherwise provided herein. Licensee shall promptly notify
    OWNER or Agent in writing of any infringements or imitations by others of the Property or materials similar to those covered
    by this Agreement which may come to Licensee’s attention, and OWNER shall have the right to determine whether or not
    any action shall be taken on account of such infringements or imitations. Licensee shall not institute any suit or proceeding
    of any kind or nature with respect to the Property or take any action on account of any such infringements or imitations without
    first obtaining the prior written consent of OWNER to do so.
	 	 
	(b)	In
    the event that OWNER agrees to the commencement of any action by Licensee, then Licensee shall be responsible for the costs
    thereof unless OWNER agrees in writing to join the Licensee in such action in which case the costs and any proceeds from such
    action shall be divided between the participating Parties in shares to be agreed on between such Parties in writing. For the
    avoidance of doubt it is understood that OWNER shall have no obligation to commence any action and OWNER may in its absolute
    discretion refuse any action which may negatively impact upon the goodwill in the Property including, but not limited to,
    an action against any schools, charities, and hospitals where the breach or breaches have not directly benefited such entities
    financially. Further, in the event that OWNER shall elect to institute an action or proceeding against a third party in connection
    with the Property, Licensee shall cooperate with OWNER and provide all information and assistance reasonably requested by
    OWNER, its agent or representative on behalf of OWNER in connection with the same.
	 	 
	7.	LIMITATIONS
    ON USE OF THE PROPERTY
	 	 
	(a)	All
    rights and interests with respect to the Property not specifically granted to Licensee herein shall be and are specifically
    reserved to OWNER. Licensee is not by virtue of this Agreement acquiring any rights whatsoever in any character, motion picture,
    radio or television production, broadcast, music, video, down the line and/or on-line delivery or other endeavor based upon,
    derivative of, or otherwise related to the Property whether currently existing or hereafter created.
	 	 
	(b)	Licensee
    shall, from time to time, sell to OWNER, such amounts of the Licensed Articles as reasonably requested at Licensee’s
    lowest selling price. No Royalties shall be payable on the sale of the Licensed Articles for such purposes.
	 	 
	(c)	OWNER
    and Agent shall have the right to use the name of Licensee in a manner to give the Property, the Parties and/or their programs
    full and favorable prominence and publicity. However, neither OWNER, nor Agent shall be under any obligation whatsoever to
    use the Property or any character, symbol, design, likeness, or visual representation thereof in any medium.


 




    	 	14	 



     


    

 


	8.	LIMITATIONS
    ON USE OF THE LICENSED ARTICLES


 


Licensee
recognizes that the license herein granted concerns both copyright and trademark rights. Licensee acknowledges that a material
term of this Agreement is that the Licensed Articles authorized herein are intended to be sold and will be sold to the general
public, as finished goods, in the form submitted to and approved by OWNER, as provided in paragraph 3. (relating to approval of
actual production samples); and that the use of such Licensed Articles in combination with any other materials to form a new or
combination product (or new version of the Licensed Articles) will constitute an infringement of copyright and/or trademark rights
unless agreed upon in writing by OWNER. Licensee agrees to notify OWNER of any instances brought to its attention, or which it
discovers, wherein the Licensed Articles are used in combination with other materials to form a new product. Licensee further
agrees that should it violate the matters set out in this paragraph, OWNER may immediately terminate this Agreement by giving
Licensee written notice to such effect.


 


	9.	GOODWILL


 


Licensee
recognizes the particular and substantial value of the publicity and good will associated with the Property and shall not knowingly
do any act or omission which would jeopardize such goodwill. Licensee acknowledges and agrees that such goodwill shall accrue
and belong exclusively to OWNER and that Licensee’s use of the Property shall inure to the benefit of OWNER. Licensee further
acknowledges that Licensee has and will hereby or hereafter acquire no ownership in the Property or goodwill therein or associated
therewith and, at no time will Licensee claim any rights therein except, the right to use the Property in connection with the
Merchandising Rights as specifically permitted and authorized in this Agreement. Upon the termination or expiration of the Term,
Licensee shall be deemed to have assigned, transferred and conveyed to OWNER any trade rights, equities, goodwill, title or other
rights in and to the Property which may have been created or obtained by Licensee in connection with the rights licensed hereunder,
and Licensee will execute any instruments as reasonably requested to accomplish or confirm the foregoing. Licensee will at no
time use or authorize the use of any trademark, trade name or other designation identical with or confusingly similar to OWNER’s
trademarks.


 


	10.	REPRESENTATIONS,
    WARRANTIES AND INDEMNIFICATION


 


	(a)	(i)
    Owner represents and warrants that it has the full power and authority to enter into this Agreement and to license the rights
    herein granted. Owner further represents that it has granted Agent the right to license the rights granted herein. Agent and
    Owner each, individually, represent and warrant that it has not entered into or authorized any agreements with any other party
    in conflict herewith and the execution and delivery of this Agreement will not result in a violation of, or breach of any
    agreement to which it is a party. Owner further represents and warrants that to the best of its knowledge and belief, Licensee’s
    use of the Property as permitted in this Agreement will not infringe upon any valid rights of any third party provided that
    all uses of the Property are made strictly in accordance with the terms and conditions set forth herein. This representation
    and warranty shall not apply to any changes made to the Property by Licensee whether or not such changes have previously been
    approved by Owner.
	 	 
	 	(ii)
    Owner and Agent, individually, or collectively as applicable, agree to indemnify, defend and hold harmless Licensee against
    any claims and damages, costs and expenses (including reasonable attorneys’ fees) arising from a breach of its warranties
    or obligations herein provided that prompt notice is given to Agent and Owner of any such claim and provided further that
    Licensee shall be fully performing its obligations hereunder and used the Property in strict accordance with the terms and
    conditions set forth herein and that Agent and/or Owner, as applicable, shall have the option, at their election, to undertake
    and conduct the defense of any such suit and no settlement of any such claim or suit shall be made by Licensee without prior
    written consent of Agent and/or Owner.


 




    	 	15	 



     


    

 


	(b)	(i)
    Licensee represents and warrants that Licensee has the full power and authority to enter into this Agreement and that it is
    capable of performing its obligations herein and that it has the ability to manufacture, market, sell and distribute all of
    the Licensed Articles granted herein in all of the Retail Channels and areas and/or countries in the Territory and that there
    is no contract, agreement or understanding with any other person, firm or corporation which would interfere with the obligations
    assumed by Licensee hereunder, that Licensee shall not at any time do or suffer to be done any act or omission which may in
    any way impair or adversely affect the Property or the rights and interests of Agent and Owner, and that, except for claims
    relating solely to the Property which are the direct and sole result of a breach of the warranties set forth in paragraph
    10.(a)(i) above, the Licensed Articles and advertising and promotional materials relating thereto will not infringe or violate
    any law or regulation applicable to the manufacture, advertising, sale, distribution or use of the Licensed Articles in the
    Territory or any patent, copyright, trademark, trade name, literary, artistic or other property right, right of privacy or
    any other right of any person, firm or corporation and will not contain any libelous or unlawful material and that the Licensed
    Articles will for all purposes, be safe and fit for the sale and use intended.
	 	 
		(ii)
    Licensee     agrees to indemnify, defend (with legal counsel satisfactory to Agent and OWNER) and hold harmless Agent and
    Owner from and     against any claims, damages, costs and expenses (including reasonable attorneys’ fees) arising from
    any suit, claim     or demand based upon or arising out of any of the following: any breach or alleged breach of
    Licensee’s warranties,     representations, covenants, undertakings or obligations as contained in this Agreement,
    including the Standard Terms and Conditions     incorporated by reference therein, any alleged unauthorized use of any
    patent, process, idea, method or devise by Licensee,     its subsidiaries, manufacturers, distributors or the employees or
    agents of any of the foregoing in connection with the Licensed     Articles; any other alleged actions by Licensee or any of
    the aforementioned entities including, without limitation, any alleged     copyright or trademark infringement or act of
    unfair competition in connection with (but not limited to) the manufacture,     distribution, exploitation, advertisement,
    sale, use or promotion of the Licensed Articles; and any alleged defects in or     harm caused by the Licensed Articles.
    Licensee shall receive prompt written notice of any such claim or suit of which Agent     or Owner shall have notice and
    Licensee shall undertake and conduct the defense of any such action, however, Agent and Owner     shall, at their option, be
    entitled to participate in the defense of any such action.
	 	 
	(c)	Licensee
    agrees that upon execution of this Agreement , it will obtain and maintain at its own expense, a comprehensive General and
    Commercial Liability Insurance Policy from a qualified insurance company licensed to do business in the state of New York
    and having a Best rating of at least B+, which includes adequate protection and coverage in an amount no less than US $1,000,000
    for each occurrence and US $3,000,000 in the aggregate for personal injury, breach of contract, copyright and/or trademark
    infringement whether under statutory or common law, advertising, libel, slander or other form of defamation, invasion, infringement
    of or interference with the rights of privacy or publicity whether under statutory or common law and product liability coverage
    against any and all claims, demands and causes of action arising out of any defects, or failure to perform, or any harm caused
    by the Licensed Articles or any material used in connection therewith. Licensee shall provide Agent and OWNER with a Certificate
    of Insurance and policy endorsement evidencing such coverage and naming the Agent and Owner and any Additional Insureds/Indemnities
    listed in the Definitions in Section I.(o), as an additional insured party and such insurance coverage shall be non-cancelable
    except upon thirty (30) days prior written notice to Agent and OWNER. Evidence of coverage shall be submitted to Agent and
    OWNER within thirty (30) days after the execution of this Agreement or prior to the marketing, manufacturing, promotion and
    distribution of the Licensed Articles, whichever comes first, and such policy shall be continuously maintained and in full
    force and effect for the balance of the entire Term and any extension thereof and for one (1) year thereafter.



 



    	 	16	 



     


    

 


In
the event of any desired change in insurance, a new Certificate of Insurance and policy endorsement shall be submitted to Agent
and OWNER, however, no coverage shall lapse during any such change. It is understood that compliance herewith in no way limits
Licensee’s indemnity obligations, except to the extent that Licensee’s insurance company actually pays Agent and Owner
amounts which Licensee would otherwise be required to pay Agent and Owner.


 


	11.	TERMINATION
	 	 
	(a)	In
    addition to the termination provisions set forth elsewhere in this Agreement, this Agreement shall automatically and immediately
    terminate to the fullest extent permitted by law if any one or more of the following events occur:


 


	 	(i)	If
    Licensee shall discontinue its business, become insolvent, enter into a liquidation, whether compulsory or voluntary (except
    for the purpose of a scheme for amalgamation or reconstruction) or if Licensee enters into a composition or assignment with
    its creditors or administration, or if any winding up petition or petition in bankruptcy is issued by or against Licensee
    and remains undischarged for a period of 30 (thirty) days, or if a receiver, liquidator, manager or trustee in bankruptcy
    is appointed for Licensee’s business;
	 	 	 
	 	(ii)	Any
    statement of account furnished by Licensee pursuant to paragraph 2.(c) above is erroneous in Licensee’s favor by a discrepancy
    of more than 5% (five percent) or if Licensee fails to pay when due any payments required under this Agreement and such discrepancy
    and/or failure is not cured within 10 (ten) days following notice to Licensee;
	 	 	 
	 	(iii)	Any
    acquisition or change in the nature of Licensee’s business in the event such acquisition or change would in OWNER’s
    reasonable opinion, render Licensee unable to perform its obligations hereunder or cause the cessation of Licensee’s
    ordinary core business.
	 	 	 
	 	(iv)	If
    Licensee fails to generate income from sales of the Licensed Articles at any time during the Term for a period of two (2)
    consecutive Royalty Periods (i.e., 2 calendar quarters or 6 months) after the Distribution Date.


 


	(b)	Subject
    to the terms of paragraph 11.(a) above and any applicable grace or cure period otherwise provided in this Agreement, if Licensee
    breaches any of its representation or warranties contained in this Agreement or if Licensee fails to perform any of its obligations
    or breaches any of the other terms and conditions of this Agreement applicable to Licensee, OWNER may, at its option, terminate
    this Agreement on 30 (thirty) days prior written notice to Licensee from OWNER or Agent. If Licensee, within that time, shall
    have completely remedied the breach to the satisfaction of OWNER, such notice of termination shall be rescinded, in writing.
    In the event of termination of this Agreement due to a breach by Licensee, such termination shall be without prejudice to
    any rights which OWNER may otherwise have against Licensee.
	 	 
	(c)	In
    the event of termination of this Agreement as a result of any material breach of this Agreement by Licensee, Licensee agrees:


 


	 	(i)	to
    pay all reasonable legal fees and accountants’ fees incurred by OWNER and Agent in the enforcement of this Agreement;
	 	 	 
	 	(ii)	to
    immediately pay Agent any remaining unpaid Guarantee; and



 






    	 	17	 



     


    

 


	 	(iii)	to
    pay Agent all Royalties on Net Sales and interest, if applicable, which have not yet been remitted to Agent and to immediately
    cease any further sale and use of the Property.


 


	12.	DISPOSAL
    OF STOCK UPON EXPIRATION OF TERM
	 	 
	(a)	Upon
    expiration of the Term and not by reason of any automatic termination or termination on notice, Licensee may, except as otherwise
    provided in this Agreement, continue to sell the Licensed Articles which are on hand or in the process of manufacture at the
    expiration of the Term, for the Sell-Off Period set forth in the Definitions, provided accountings and Royalty statements
    have been furnished to Agent in accordance with this Agreement and provided that all payments due hereunder are up-to- date.
    Notwithstanding any provisions contained herein to the contrary, any and all rights which Licensee may have to sell the Licensed
    Articles during the Sell-Off Period as set forth herein shall be granted to Licensee on a non-exclusive basis only. Licensee
    acknowledges and agrees that Licensee shall be required to account to and pay Agent Royalties on all Net Sales of the Licensed
    Articles during the Sell-Off Period. Licensee shall furnish to Agent within 30 (thirty) days following the last day of the
    Sell-Off Period, complete and accurate statements of all sales and distribution of the Licensed Articles during the Sell-Off
    Period and such statement shall be accompanied by Licensee’s remittance for all Royalties and any other sums (if any)
    shown to be due. Following the expiration of the Sell-Off Period, Licensee shall destroy its remaining inventory of the Licensed
    Articles and furnish OWNER with an affidavit attesting to such destruction, sworn to by a principal officer of Licensee or,
    at OWNER’s option, sell to OWNER any remaining inventory at Licensee’s cost and Licensee shall refrain from any
    further use or reference to the Property. This provision shall be enforceable and shall survive any termination and/or expiration
    of this Agreement.
	 	 
	(b)	During
    the last 3 (three) months of the Term, Licensee will not manufacture any more quantities of the Licensed Articles than it
    genuinely anticipates selling during the balance of the Term (based upon prior sales of such Licensed Articles during the
    preceding 6 (six) months of the Term) in the normal course of business and without any special promotional activities and
    thirty (30) days prior to the end of the Term, Licensee shall furnish Agent with an inventory list of all Licensed Articles
    on hand. OWNER or its agents (including Sharper, Inc.) or representatives shall have the right to take a physical inventory
    to ascertain or verify such inventory list. Refusal by Licensee to submit to such physical inventory or failure to render
    the inventory list as and when required by this provision shall result in a forfeiture by Licensee of Licensee’s rights
    to dispose of its stock as provided in paragraph 12.(a) above if Licensee shall fail to cure such refusal or failure within
    ten (10) days after written notice is given to Licensee.
	 	 
	13.	EFFECT
    OF TERMINATION OR EXPIRATION



 


	 	Upon
    and after the expiration or termination of this Agreement, all rights granted to Licensee hereunder shall forthwith revert
    to OWNER and Licensee will refrain from further use of the Property, or any further direct or indirect reference to, or anything
    deemed to be similar to, the Property in connection with the manufacture, sale or distribution of the Licensed Articles, except
    as provided in paragraph 12.(a) above.


 


	14.	NOTICES
	 	 
	(a)	All
    notices required or permitted to be given hereunder shall be made in writing, and shall be sent to the respective address
    of the Parties set out above by registered or certified mail, return receipt requested or by a recognized overnight or express
    courier service with proof of mailing and delivery. A copy of any notice given to OWNER shall be required to be sent to Agent
    in the same manner.


 




    	 	18	 



     


    

 


	(b)	Any
    notice sent in accordance with paragraph 14.(a) shall be deemed received (ten) days after the date of mailing or upon signature
    of addressee, whichever is earlier.
	 	 
	(c)	All
    statements due hereunder shall be sent to Agent at the following address:


 


SHARPER,
INC.


1501
N Sepulveda Blvd, Suite #B

Manhattan Beach, CA 90266


 





	(d)	All
    payments due hereunder shall be remitted to Agent’s bank account as follows:


 


SHARPER,
INC.


Account
# 8737654403


Wells
Fargo Bank, N.A.


420
Montgomery


San Francisco,


CA 94104


Swift
BIC Code WFBIUS6S


ABA ROUTING code 121000248


 


Licensee
agrees that should Licensee receive notice from Agent or OWNER that Agent’s rights have expired or been terminated, Licensee
shall continue abiding by all of the terms and conditions contained herein and all statements and payments to be made hereunder
shall continue to be made to Agent or directly to OWNER, as directed by OWNER.


 


	(e)	Any
    Party may change the address to which notices or payments are to be sent by giving written notice of such change of address
    to the other Party in the manner set forth in paragraph 14.(a) provided that such notices shall only be deemed effective on
    the date of receipt by the receiving Party.
	 	 
	15.	GENERAL
	 	 
	(a)	Licensee
                                         acknowledges and agrees that this Agreement shall be enforced, governed, interpreted
                                         and construed in accordance with the laws of the State of New York which are applicable
                                         to contracts made and wholly performed therein. In the event of any dispute or enforcement
                                         proceeding arising under this Agreement, Licensee hereby consents to, designates and
                                         submits to the exclusive venue and jurisdiction of any State or Federal Court located
                                         in the State of California, City of Los Angeles of, which is empowered to enforce this
                                         Agreement and Licensee agrees to accept service of process by mail. Licensee hereby agrees
                                         that it shall not raise any defenses or objections to jurisdiction or venue; It being
                                         understood and agreed that Licensee specifically waives all rights to have any action
                                         based on the terms and conditions contained in this Agreement brought or maintained elsewhere
                                         unless this provision is contrary to the laws in the Territory in which case, the venue
                                         and jurisdiction required in such Territory, as applicable, shall prevail. Licensee further
                                         agrees that any judgment (including a judgment by default) which may be obtained against
                                         Licensee in the courts located in the State of California, City of Los Angeles will be
                                         binding upon Licensee with the same force and effect as if entered or obtained in a jurisdiction
                                         in which Licensee is doing business. None of the foregoing provisions will in any way
                                         be deemed a waiver of the right to proceed with litigation against Licensee in any venue
                                         or jurisdiction in which Licensee is doing business.



 




    	 	19	 



     


    




 


	(b)	The
    section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation
    of this Agreement.
	 	 
	(c)	Licensee
    acknowledges and agrees that a breach by Licensee of the terms and conditions contained herein and/or Licensee’s failure
    to perform any of the material terms or conditions of this Agreement may result in immediate and irreparable damage to OWNER
    and/or the Property. Licensee also acknowledges and agrees that there may be no adequate remedy at law for such breach and/or
    failures and that in the event thereof, OWNER shall be entitled to equitable relief in the nature of injunction and to all
    other available relief, at law and/or in equity. Notwithstanding the foregoing, Licensee agrees that its sole remedy in the
    event of a breach of this Agreement by OWNER shall be an action at law against OWNER for monetary damages, and in no event
    shall Licensee be entitled to equitable relief against OWNER or to enjoin the production, distribution or any exploitation
    of the Property or the Licensed Articles.
	 	 
	(d)	Nothing
    contained herein shall be construed to place the Parties in the relationship of partners or joint venturers and no Party shall
    have the power to obligate or bind any other Party in any manner whatsoever other than as specifically set forth in this Agreement
    nor, shall any Party create any expense chargeable to any other Party without the specific written approval of said Party,
    as applicable.
	 	 
	(e)	This
    Agreement is personal to Licensee and neither this Agreement nor any of the Licensee’s rights or obligations hereunder
    may be sublicensed, transferred, assigned, pledged or encumbered by Licensee without the prior written approval of OWNER.
    OWNER may, at its election, assign this Agreement and any of its rights hereunder.
	 	 
	(f)	This
    Agreement sets forth the entire Agreement and understanding of the Parties hereto, and supersedes all prior agreements, arrangements
    and undertakings between the Parties hereto. No representations, promises or inducements have been made by Licensee, OWNER
    or its Agent that are not embodied in this Agreement and no Party shall be bound by or liable for any alleged representation,
    promise or inducement not so set forth. Should any provision of this Agreement be found to be invalid or unenforceable, such
    invalidity or unenforceability shall not affect the validity or enforceability of any other provision hereof.
	 	 
	(g)	This
    Agreement may be amended only by a written notice executed by all Parties hereto. The failure of any Party at any time to
    require performance of any provision hereof shall in no manner affect such Party’s rights at a later time to enforce
    the same. No waiver by any Party of the breach of any term or covenant contained in this Agreement, whether by conduct or
    otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such
    breach or a waiver of the breach of any other term or covenant contained in this Agreement. This Agreement shall be effective
    only upon full execution by OWNER and Licensee.


 





	READ
    AND AGREED TO:	 	 	 
	 	 	 	 	 
	By:	/s/ Matthew Feinstein	 	By:
    	/s/
    John Putnam
	 	Pineapple
    Express, Inc.,		 	Putnam
    Accessory Group, Inc.


 




    	 	20	 



     


    

 


EXHIBIT
“A”


 


Trademarks
and Copyrights


 


Trademark
Registration Number:


 


//


//


//


 




    	 	21	 



     


    

 


EXHIBIT
“B”


 


Licensed
Articles


 


The
Licensed Articles shall consist of only the following:


 


Tee
Shirts, Hoodies, Crews, Headwear (including Caps, Beanies and Fashion Headwear), Accessory items limited to Lighters, Keychains,
phone cases, belts, wallets, stickers and enamel pins.


 




    	 	22	 



     


    

 


EXHIBIT
“C”


 


RETAIL
CHANNELS FOR MARKETING, SALES AND DISTRIBUTION


 


Retail
Channels for the marketing, sale and distribution of the Licensed Articles shall include only the following channels of distribution:


 


ALL
INCLUDING DIRECT TO CONSUMER VIA ONLINE/INTERNET SALES


 




    	 	23	 



     


    

 


EXHIBIT
“D” 

MANUFACTURER’S AGREEMENT


(to
be placed on Manufacturer’s letterhead)


 


Dated:
____________


 


Pursuant
to the terms and conditions of the Merchandising License Agreement (herein referred to as the “Agreement”) made
as of_________, 200_ between the undersigned Owner and Licensee, we, ______________ (the
“Manufacturer”), located at _____________________, acknowledge that we have been engaged by said Licensee
to manufacture _________________________________________ (the “Licensed Articles”), utilizing the Property
as defined in the aforementioned Agreement, and we are cognizant of, and agree to be bound by, the terms and conditions set
forth in said Agreement as they relate to our function as the Manufacturer.


 


In
connection therewith, upon request from Owner or its agent, but not more frequently that quarterly, we shall supply a statement
detailing all items manufactured and/or supplied to Licensee in connection with the Property and we hereby agree that Owner, or
its agent or representative shall have the right to examine the books and records of Manufacturer as they relate to the use of
the Property as well as the right of Owner, or its agent or representatives to visit the plant or plants where the Licensed Articles
are made and where the containers, packaging material and the like are printed or produced in order to determine whether the Manufacturer
is in compliance with the terms herein and in the aforementioned Agreement. We further agree that we will look solely to the Licensee
engaging Manufacturer for any payments and/or compensation with respect to the manufacture, shipment and/or supply of the Licensed
Articles or a part thereof and we will have no claim against the Owner or its agent or representative with respect to such payments
or any other matters in connection with the Licensed Articles or the Property.


 


Additionally,
we hereby acknowledge the Owner’s trademarks and copyrights in and to the Property. We agree that we will not claim any
rights or ownership in and to the Property or in any parts therein or derivative thereof and we will not use any trademarks, copyrights
or tradename which are identical to, or confusingly similar to the Property or any part thereof. Further, we acknowledge and agree
that all intellectual property rights, including without limitation, all copyrights in any literary, artistic, musical or other
work made by us or on our behalf which incorporate the Property or any part thereof, shall inure to the benefit of Owner and we
shall take such steps as necessary to assign all such rights to Owner. We hereby acknowledge that we will promptly complete a
registered user agreement in respect of any trademarks associated with or embodied in the Property if so requested by Owner or
its agent. We understand that the Manufacturer has no right to use the licensed material, trademarks or copyrights except as specifically
authorized in writing by Licensee, and Manufacturer may not sublicense, subcontract or in any way transfer the rights hereunder
or sell the Licensed Articles or licensed material to any person or entity other than Licensee unless specifically authorized
by Owner in writing. Manufacturer further agrees that upon notice of expiration or termination of the aforementioned Agreement
or, when Licensee ceases to require the manufacture of the Licensed Articles, whichever is earlier, Manufacturer will deliver
to Licensee, or if Manufacturer has been advised that Licensee’s rights have been terminated or expired, to Owner or its
agent as directed, any artwork, designs, molds, plates or other devices used to reproduce the name or any likeness of the Property
and we will immediately cease any further manufacture of the Licensed Articles.


 


We
understand that Owner or its agent or representative shall be entitled to invoke any remedy permitted by law for violation of
this Manufacturer’s Agreement and our engagement as Manufacturer for the Licensee is subject to our agreement to the foregoing
terms and approval by Owner. Such approval will not be deemed granted until this Manufacturer’s Agreement is executed below
by all parties.


 


	Read and Agreed to:	 	Approved:	 	 
	 	 	 	 	 
	By:	 	 	By:	 	 	By:	 
	 	Manufacturer	 	 	Licensee	 	 	Owner



 



    	 	24	 



     


    

 


SCHEDULE
“1” (PAGE 1 OF 2)


 


LICENSEE
REPORT FORM 

SUMMARY STATEMENT


 


	Licensee
    Name:
	 
	Artist/Property:
	 
	Quarter
                                         (circle one)

        1st,
        2nd, 3rd, 4th, 200[  ]



 


	Pre-paid
    Advance (if applicable)	 	$	[  	]
	Total
    Sales Dollars	 	$	[  	]
	(from
    Detail Royalty Statement)	 	 		 
	Royalty
    Rate	 	 		 
	(from
    Detail Royalty Statement)	 	 	[  	]%
	Royalty	 	$	[  	]
	(from
    Detail Royalty Statement)	 	 		 
	Unrecouped
    Advance Balance from	 	 		 
	Prior
    Statement (if applicable)	 	$	[  	]
	BALANCE
    DUE/(UNRECOUPED BALANCE)	 	$	[  	]



 


Certification:
We have examined this report and certify it to be a true and accurate statement as reflected by our books and records for the
quarter concerned.


 


Authorized
Licensee Signature: ____________________________________


 


Printed
Signature/Title: ________________________________


 


                                                            _____________________________ 


 











Dated:
_____________________________


 




    	 	25	 



     


    

 





SCHEDULE
“1”


(page
2 of 2)


 


LICENSEE
REPORT FORM


DETAILED
ROYALTY REPORT


 











	Date:
	 
	Licensee
    Name:
	 
	Agreement
    No:
	 
	Artist/Property:
	 
	Period Covered:  1st Qtr/2nd Qtr/3rd Qtr/4th Qtr 200[  ]  (Please circle one)                 From:	         To:
	 	 	 	 
	Territory:                               (Please
    list all countries within the Territory separately)
	 
	LICENSEE
    INFORMATION
	 
	Address:
	 
	City/State/Zip:
	 
	Telephone
    Number:
	 
	Fax
    Number:
	 
	Attention:





 





	Licensed Articles SKU Number	Description	Total Units Manufactured During Period	Total Units Ship/Distributed During Period	Gross Sales (Units)	Allowable Returns* (Units)	Net Sales (Units)	Unit Selling Price ($)	
        Gross Sales

        ($)
	Allowable Returns* ($)
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	TOTAL AMOUNT	 	 	 	 	 	 	 	 




 


*Please
provide copies of relevant invoices and credits for verification of any allowable returns.


 




    	 	26	 



     


    

 


SCHEDULE
“2”


 



APPROVAL GUIDELINES


 





THE
ATTACHED FORM MUST ACCOMPANY ALL MATERIAL SUBMITTED FOR


APPROVAL.


 


Please
send all materials to be submitted to:


SHARPER,
INC.


1501
N. Sepulveda Blvd., Suite #B

Manhattan Beach, CA 90266


 


Written
approval from the owner (“Owner”) of the Property utilized by Licensee will be required at each of the following stages
of preparation:


 


	1.	Conceptual
                                         artwork (i.e., layout concepts) in color (or Black &White in the case of Three-D
                                         figurines) for all items and packaging/tags/labels/inserts/advertising/display materials
                                         therefore.
	 	 
	2.	Final
                                         artwork for all items and packaging/tags/labels/inserts/advertising/display materials
                                         therefore.
	 	 
	3.	Pre-production
                                         sample for all items and packaging/tags/labels/inserts/advertising/display materials
                                         therefore.
	 	 
	4.	Final
                                         sample after manufacture, but prior to any distribution thereof and all packaging/tags/labels/inserts/advertising/display
                                         materials therefore.



 


Owner
shall be responsible for reviewing and approving Mechanicals, Pre-Production samples, Final Production samples and any re-submissions
based on the style guide. Owner will use its best efforts to comment and/or approve all Licensed Articles and Collateral Materials
within 14 (fourteen) business days.


 


Note: In addition, all materials shall be re-submitted for approval each time a revision is made incorporating the changes requested.


 


Samples
of finished product must be submitted pursuant to the Agreement.


 




    	 	27	 



     


    

 


All
submissions not approved in writing are deemed not approved.


 




    	 	28	 



     


    

 





SCHEDULE
“3”


 


APPROVAL
SUBMISSION FORM.


 


This
form is to be submitted at each stage of the artwork process when sending in product for approval.


 


	Contract
    No 	 	 
	 	 	 
	Licensee
    	 	 
	 	 	 
	Contact
    name 	 	 
	 	 	 
	Tel/fax	 	 
	 	 	 
	Address	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	*Tracking
    No	 	 
	 	 	 
	Date	 	 
	 	 	 
	Licensed
    Article 	 	 
	 	 	 
	Retailer	 	 
	 	 	 
	Stage
    Submitted 	 	 
	 	 	 
	Restrictions	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


 


	Date
    Licensee paid Advance to Agent	 


 





*The
tracking number is not applicable at concept, but must be added on all further submissions. It is found on the Artwork Approval
form. Please note we cannot process artwork until we receive confirmation of payment of the Advance.


 




    	 	29