Authorized Reseller Application

Upon ReVamp’ request, Reseller shall submit to ReVamp a written report detailing (i) purchases of Product by Reseller from the Distributor covering the period of time requested by ReVamp, (ii) sales of Product to Reseller’s customers covering the period of time requested by ReVamp, and (iii) any other information ReVamp may require from time to time. Such reports shall be considered Confidential Information of Reseller and otherwise protected under Section 2(c) of this Agreement.

Reseller agrees, at its own cost, to indemnify, defend and hold harmless ReVamp, its affiliates, and any and all other entities in the ReVamp group of companies, and their respective officers, directors, employees and agents from and against all actions, proceedings, losses, damages, liabilities, claims, costs and expenses, including without limitation fines, penalties, legal and other professional fees and expenses, arising out of or resulting from acts or omissions or deemed acts or omissions of Reseller, including without limitation the sale of Product to Reseller’s customers.

During the term of this Agreement only, ReVamp grants Reseller a nonexclusive, non-transferable, non-sublicensable license to use ReVamp’ logos, trademarks, and trade names, including any unique “Authorized Reseller” logos that ReVamp may develop (the “Marks”): (i) in connection with promotional materials provided by ReVamp and (ii) on the Product, but only as set forth on the Product at the time of delivery to Reseller. Reseller agrees to cooperate with ReVamp in monitoring Reseller’s use of the Marks and agrees to supply ReVampwith specimens of, and access to, its uses of the Marks upon request. Reseller shall use each Mark in accordance with any Brand Guidelines and in such manner that it creates a separate and distinct impression from any other logo, trademark, trade name or service mark. Reseller agrees that in its conduct of its business in connection with the Marks it shall do nothing to bring disrepute to or damage the goodwill symbolized by such Marks. Reseller agrees that any goodwill arising from its use of the Marks shall inure to the benefit of and be on behalf of ReVamp.

Reseller agrees that, upon request by ReVamp, it will follow ReVamp’s serialization scanning policy as is provided from time to time. The serial numbers and barcodes on Products will ensure that ReVamp can identify which factory a Product came from, when it came from that factory, and the stages of the distribution channel through which the Product was sold. Minimum requirements are that Reseller be able to scan Products at the retail unit, inner carton and master carton level.

ReVamp and Reseller each agree and undertake that during the term of this Agreement and thereafter it shall keep confidential and shall not use for its own purposes, nor without the prior written consent of the other disclose to any third party, any information of a confidential nature (including, without limitation, the terms and conditions of this Agreement, and any information relating to the other party's products, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets, wholesale pricing information, and other information of commercial value) which may become known to a party from the other party (“Confidential Information”), unless the information (i) is public knowledge or already known to that party at the time of disclosure or (ii) subsequently becomes public knowledge other than by breach of this Agreement or (iii) subsequently comes lawfully into the possession of that party from a third party. To the extent necessary to implement the provisions of this Agreement, each party may disclose Confidential Information to those of its employees as may be reasonably necessary or desirable, provided that before any such disclosure each party shall make those employees aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those employees with them.

This Agreement shall be effective as of the date Reseller receives approval to participate in the Authorized Reseller Program, and shall continue indefinitely until terminated pursuant to this Agreement hereof.

ReVamp may terminate this Agreement without cause upon thirty (30) days’ prior written notice to the other party.

ReVamp may at any time terminate this Agreement with immediate effect, upon notice to Reseller, if Reseller breaches any of the term and conditions of this Agreement as determined by ReVamp in its sole discretion.

Upon termination or expiration of this Agreement, ReVamp, at its option, may repurchase any or all Product then in Reseller’s possession at prices not greater than the prices paid by Reseller for such Product, provided, however that any such repurchase of Product by ReVamp shall be contingent on Reseller’s shipment of the Product (at Reseller’s expense) to ReVamp’ designated location in the Territory, and on verification by ReVamp that the Product is in its original packaging and in new and immediately salable condition. The terms and conditions of Sections 1(c), 2(d), 3(d), 4(a)(ii), 4(b) and 5 shall survive any termination or expiration of this Agreement. In addition, in the event of any expiration of this Agreement or termination of this Agreement pursuant to Section 3(b), all rights and obligations of the parties hereunder shall survive with respect to any order for Products accepted by the Distributor prior to such expiration or termination.

It is ReVamp’s unilateral policy that if a Reseller violates the terms and conditions contained within this Policy, the following penalties may be implemented and strictly enforced at ReVamp's sole discretion:

• First Violation: ReVamp will issue a verbal warning to the Reseller.
• Second Violation: ReVamp, at its sole discretion, may cease supplying Reseller or Distributor with Products for a period not less than thirty (30) days.
• Third Violation: ReVamp may, at its sole discretion, terminate this Agreement along with Reseller's right to sell any ReVamp Products.

• ReVamp warrants Product in accordance with ReVamp’ standard Product warranty from time to time by ReVamp (the “Product Warranty”). ReVamp will repair or replace any Product that does not comply with the Product Warranty. The Product Warranty does not cover defects or damage caused to Product by Distributor, Reseller, or any third party. If it is determined that any defect in Product is not the fault of ReVamp, or such defect or damage was caused by or attributable to Reseller, its customers, Distributor, or any third party, Reseller agrees to pay all charges associated with each such repair or replacement, including without limitation all charges for labor, materials and shipping.
• EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4(a)(i), REVAMP EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON- INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. RESELLER’S SOLE REMEDY FOR ANY NONCONFORMING OR DEFECTIVE PRODUCT OR FOR ANY BREACH OF THE PRODUCT WARRANTY SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF NONCONFORMING UNITS OR PARTS OF SUCH PRODUCT.

IN NO EVENT SHALL REVAMP, ITS AFFILIATES, OR ANY OTHER ENTITY IN THE REVAMP GROUP OF COMPANIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS BE LIABLE TO RESELLER OR ANY OF ITS CUSTOMERS FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. EVEN IF REVAMP, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS HAVE BEEN NOTIFIED OF THE POSSIBILITY THEREOF. THE AGGREGATE LIABILITY OF REVAMP, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR CLAIMS ARISING UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE AMOUNTS ACTUALLY RECEIVED BY REVAMP FROM THE DISTRIBUTOR IN CONNECTION WITH SALES MADE TO RESELLER IN THE THREE (3) MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCES GIVING RISE TO THE LIABILITY.

Reseller shall notify ReVamp immediately and, in any event, within one day of becoming aware of any “incident”, as such term is defined in the CCPSA, occurring with respect to the Product. Reseller shall deliver to ReVamp (i) all information in its control regarding the incident related to such product, and (ii) any draft written reports required to be delivered to the Minster of Health in accordance with the CCPSA ((i) and (ii), the “CCPSA Materials”), in each case prior to such CCPSA Materials being delivered to the Minister of Health in accordance with the CCPSA. Reseller shall, to the greatest extent permitted by law, give ReVamp the opportunity to review, propose revisions to and protect any CCPSA Materials that include Confidential Information in accordance with Section 2(d) prior to delivering such CCPSA Materials to the Minister of Health.

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, United States of America, without giving effect to the principles of conflicts of law of any jurisdiction. The exclusive jurisdiction for any legal proceeding regarding this Agreement shall be the state or federal courts in Illinois and the parties expressly submit to the jurisdiction of said courts.

Reseller may not assign its rights, duties or obligations under this Agreement, in whole or in part, without ReVamp’ prior written consent. Any prohibited assignment shall be null and void. All terms and conditions of this Agreement shall be binding on and inure to the benefit of the successors and permitted assigns of the parties. Reseller shall not sell the Product through a sales agent or to a sub-distributor or reseller.

Notices hereunder must be in writing, except as otherwise stipulated herein, and given to the other party by certified first class mail, postage prepaid and return receipt requested, or by air courier to the mailing address set forth above for notices sent to Reseller, or to 344 N. Ogden Ave. 5th floor, Chicago, IL 60607, USA, Attn.: General Counsel, for notices sent to ReVamp, or to such other address as either party may designate by providing notice as set forth herein. Notices shall be effective when received.

This Agreement sets forth the entire understanding of the parties with respect to the matters set forth herein and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto. This Agreement may not be amended or waived except by a written instrument signed by both parties. The waiver by either party of any right provided under this Agreement shall not constitute a subsequent or continuing waiver of such right or of any other right under this Agreement. If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability shall affect only that provision and shall not make any other provision of this Agreement invalid or unenforceable, and the unenforceable provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable.