TERMS AND CONDITIONS

ORDER REQUIREMENTS

• Minimum order requirement of $500 per season, Spring & Fall. Annual purchases of $1,000+ required to maintain approved retailer status.

• Minimum order of 3 units per SKU.

• Orders must be placed on NuOrder or emailed to either Rep or Corporate Office. • All orders are subject to the HSNA retailer Agreement and all Terms & Conditions. • HSNA reserves the right to reject any order.

FORM OF PAYMENT & TERMS

• Net 30 is available upon submission and approval of credit application.

• Credit card payment is required on all orders not approved for terms.

• All major credit cards are accepted.

• COD is not offered.

• 1.5% finance charge per month will be assessed on all past due invoices (18% annum). FREIGHT

• All orders are shipped FOB Secaucus, NJ

• All freight charges are to be paid by purchaser.

• Standard shipping: UPS shipping costs will be invoiced unless a UPS or FedEx account number is  provided

• Expedited shipping: UPS expedited shipping costs, plus $25 rush handling fee; ships within 1 business  day.

PRICE CHANGES

• HSNA reserves the right to change prices without notice.

SPECIAL & RUSH ORDERS

• A $25 handling fee will be added to all rush and/or special orders.

• Rush orders must be pre-approved in writing by HSNA.

RETURNS

• All returns must be pre-authorized in writing by HSNA.

Updated 07.31.19

• All claims must be made in writing within five (5) calendar days upon receipt of goods. • All authorized claims must be returned within two (2) weeks of authorization at customer expense.

• No returns on goods after thirty (30) days.

• Purchaser is responsible for return freight charges, except in the case of defective merchandise or HSNA shipping error.

• A 15% handling fee will be charged on total cost of merchandise which have been authorized for return that are not defective or the result of a HSNA shipping error.

This Retailer Agreement (“Agreement”) is made as of today (date form is signed and submitted) (the “Effective Date”) between HAPPY SOCKS NORTH AMERICA, INC. (“HSNA”), and Retailer

1. Authorized Retailer. HSNA hereby appoints Retailer, and Retailer accepts such appointment, as an authorized retailer for the sale of HSNA’s line of socks, and other products sold under the “Happy Socks” brands (collectively, the “Products”) within United States, Mexico and the Caribbean (the “Market”). Retailer may purchase Products from HSNA only for offer and sale to end-user customers. Retailer shall (a) make an active effort to promote the sale of the Products in the Market, and (b) offer and sell Products in an ethically and morally proper manner. All Products shall be marketed and sold by Retailer exclusively as “Happy Socks”, under the trademarks, logos, designs, copyrights, etc., maintained and applied thereto by HSNA from time to time.

2. Locations. Except for online sales authorized pursuant to Section 3, Retailer shall offer and sell Products in Retailer’s brick and mortar store(s) approved by HSNA in advance. Retailer’s approved stores as of the Effective Date.

3. Online Sales.

3.1 Without the prior written approval of HSNA, Retailer shall not offer or sell the Products online (including, without limitation, through social media). To the extent that authorized by HSNA, the terms  of online sales shall be determined and amended from time to time by HSNA in its sole discretion. Sales  on online marketplace or auction sites, including without limitation, Amazon®, eBay®, Jet® and  Walmart®, are strictly prohibited.

3.2 In the event that Retailer violates or breaches Section 3.1, HSNA shall have the right, upon notice, to immediately terminate this Agreement. In addition, HSNA shall have the right, at any time and upon notice to Retailer, to (a) suspend or terminate any Retailer’s right to conduct online sales due to  late payment; (b) terminate Retailer’s authorization to conduct online sales with our without cause;  and/or (c) terminate, and/or amend, in whole or in part, HSNA’s policies and requirements regarding  online sales.

4. Conformity with MAP Policy. Retailer must at all times comply with HSNA’s Minimum Advertised Price Policy (“MAP”) in effect from time to time. The MAP Policy pertains to all forms of advertising, including without limitation, giveaway deals, markdowns, mailings, online ads and consumer shows. Failure to comply with the MAP Policy (a) will result in immediate loss of sales and marketing support from HSNA, and (b) may result in immediate termination of this Agreement.

5. Intellectual Property Rights; Limited Trademark Authorization. Retailer acknowledges and agrees that HSNA is the exclusive owner of all rights in and to all trademarks, marks, trade names, copyrights, patents (pending or approved), designs, logos, work in progress, and other intellectual property rights of any type or nature associated with or included with the Products, including without limitation, any documentation concerning the use, development, manufacture, sale, marketing or operation of the Products (the “Intellectual Property”). Retailer shall not modify, disassemble, decompile, adapt, alter, translate, or create derivative works from any materials associated or included with, or embedded into, any Product. Subject to the foregoing, HSNA grants to Retailer, subject to prior review by and written approval of HSNA, a limited non-exclusive right to use the trademark of HSNA solely in connection with the advertising, marketing and sale of Products by Retailer. Retailer will not do anything to compromise HSNA’s rights in and to its trademark, nor shall it adapt, use, file or attempt to file anywhere in the world any trademarks, trade names, patents, logos or other Intellectual Property which are identical or confusingly similar to HSNA’s Intellectual Property. Upon termination of this Agreement, all rights  granted herein shall be immediately revoked without the need for any further writing, and Retailer shall immediately discontinue use of HSNA’s Intellectual Property. Retailer has no right to sublicense, transfer or assign the use of HSNA’s Intellectual Property. HSNA may revoke the ability of a Retailer to use its Intellectual Property at any time for any reason whatsoever.

6. Pricing. Retailer must at all times comply with HSNA’s pricing schedule for the Products. The pricing schedule is subject to change by HSNA from time to time in its sole discretion and without notice.

7. Orders. Retailers must place orders for Products on the B2B platform, NU-ORDER, by email to corporate office at HSNA and/or with Retailer’s independent sales representative. Retailer has a  minimum order requirement of $500 per season (Spring & Fall), and an annual purchase requirement of  $1000 or more. Minimum order for the initial order in the Spring and Fall seasons is six (6) units per SKU,  and three (3) units per SKU for each order thereafter during the same season. HSNA does not guarantee  fulfillment of any order or within any prescribed, stated or requested time period. Orders placed by  Retailer shall not become a binding obligation on HSNA until accepted by HSNA. HSNA reserves the right  to reject any order. Retailer hereby waives any claim, cause of action, or remedy it might have in law,  equity, or otherwise, against HSNA for HSNA’s failure to fill any order in whole or in part, or within any  prescribed or state time period. A $15 handling fee will be added to all rush and/or special orders. Rush  orders must be pre-approved in writing by HSNA.

8. Payment. Net thirty (30) day payment is available upon submission and approval of credit application. Credit Card payment is required on all orders not approved for credit terms. COD is not offered.

9. Shipping. All Products ordered by, or on behalf of Retailer, will be sent FOB from Happy Socks’  warehouse in Secaucus, NJ. Retailer is responsible for all shipping charges and is responsible for insuring  all shipments to the extent so desired. All orders will incur UPS standard shipping fees unless a FedEx or  UPS shipping account number is provided; if expedited shipping is selected, order will incur a $24  expedited shipping fee (in addition to applicable handling fee). In the event that Retailer declines  insurance coverage, Retailer hereby indemnifies and holds harmless HSNA against any loss or claim, and  Retailer further agrees to pay for any uninsured shipments that are lost or stolen. HSNA is not  responsible for damage to Products while in transit. Retailer hereby consents to and acknowledges the  commercial reasonability of delivery in lots.

10. Return and Exchange Policies.

10.1 Damaged Products. Retailer shall retain, and notify HSNA within five (5) business days of receipt of, damaged Products. HSNA will pay for the cost to return damaged Products.

10.2 Returns. Products may not be returned to HSNA later than thirty (30) days after receipt. All returns must be pre-authorized in writing by HSNA. Products that have been worn, or, subject to Section 10.1, that have otherwise been damaged, will not be accepted for return by HSNA. Products must be returned in their original packaging and condition. Retailer agrees to contact HSNA during normal business hours (9:00 am – 5:00 pm EST, M-F) to obtain instructions and a return authorization number  (an “RA”) before shipping any Products that Retailer wishes to return to HSNA. All returns shall be accompanied by a return form, which shall be supplied by HSNA, and shall bear the RA assigned by  HSNA to Retailer. Retailer acknowledges and agrees that any return(s) not following this procedure may  result in a loss of credit for said return(s). All authorized claims must be returned within two (2) weeks. A  15% handling fee will be charged on total cost of merchandise which have been authorized for return  that are not defective or the result of a HSNA shipping error.

10.3 Exchange Policy. Products may be exchanged by Retailer with written permission from HSNA, in HSNA’s sole discretion.

10.4 Charges/Responsibilities. Retailer shall be responsible for all shipping charges associated with returning or exchanging Products under Section 10.2 or Section 10.3. Retailer is responsible for all risk of loss and damage to Products being shipped for return or exchange. Retailer agrees to fully insure any shipment(s) and return or exchange shipment(s). Retailer shall use a carrier that is able to provide  Retailer with proof of delivery.

11. Term. Subject to earlier termination set forth herein, the term of this Agreement shall commence on the Effective Date and shall continue until the one (1) year anniversary of the Effective Date, and will automatically renew for additional one (1) year terms unless terminated by either party upon thirty (30) days written notice prior to the renewal date.

12. Termination. Notwithstanding any other provision of this Agreement, either party may terminate this Agreement with cause upon at least thirty (30) days’ notice to the other party. HSNA may terminate

this Agreement in the event that any payment of Retailer is five (5) or more days past due. HSNA may terminate this Agreement immediately upon notice to Retailer in the event that (a) subject to any  express right of cure, Retailer violates or breaches this Agreement or (b) Retailer ceases doing business  as a going concern, is insolvent, or is unable to pay its debts as they become due. No termination of this  Agreement shall discharge, affect or otherwise modify in any manner the rights and obligations of the  parties that have accrued or have been incurred prior to such termination. Upon termination of this  Agreement, Retailer shall be obligated to liquidate its then remaining stock in accordance with the terms  of this Agreement, provided, that, HSNA shall have the right to repurchase any then remaining stock in  whole or in part for HSNA's then in effect wholesale prices.

13. Unpaid Fees and Charges; Taxes. HSNA charges one percent (1%) interest per month on all past due invoices, late fees, returned check fees and any and all other overdue charges. To the extent not permitted by law, such interest shall be reduced to the maximum amount permitted by law. Taxes applicable to Products shall be added to the purchase price and paid by Retailer.

14. Entire Agreement; Right to Modify. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof, and supersedes any prior agreements whether written or oral. HSNA reserves the right to revise the terms and conditions of this Agreement at any time and from time to time upon notice to Retailer.

15. Change of Ownership. Retailer must immediately notify HSNA of any change of the name and/or ownership of Retailer.

16. Notice. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing, and shall be deemed duly given: (a) when personally delivered; (b) when receipt is acknowledged, if sent by facsimile, or other electronic transmission device; provided, however, that if receipt is acknowledged after normal business hours of the recipient, notice shall be deemed to have been given on the next business day; (c) one day after deposit with a nationally recognized overnight courier, specifying “next day delivery”; or (d) three days after being sent by registered or certified mail, postage prepaid, return receipt requested. Any notice, demand or other communication given by a party in connection with this Agreement shall be sent to the other party to  the following addresses or as reasonably provided to the other party hereto: Retailer; HSNA 138 Spring  Street, 5th Floor, New York, NY 10012, Attention: North America Country Manager.

17. Indemnity. Retailer shall indemnify, defend and hold HSNA and its shareholders, directors, officers,  employees, representatives, agents and affiliates, harmless from any and all losses, claims, causes of  action, liabilities, obligations, penalties, demands, damages, costs and expenses, including reasonable  attorneys' fees, suffered or incurred by HSNA and its shareholders, directors, officers, employees,  representatives, agents and affiliates, resulting from, relating to or incident to breach of this Agreement  by Retailer and/or any act or omission of Retailer (or its owners, directors, managers, officers,  employees, representatives, agents and/or affiliates).

18. Miscellaneous. If any provision of this Agreement be held invalid, illegal or unenforceable, it shall be deemed to be modified so that its purpose can lawfully be effectuated and the balance of this Agreement shall remain in full force and effect. This Agreement shall extend to and inure to the benefit of the parties’ respective successors, heirs, and assigns. This Agreement is binding on the parties’ respective successors heirs, and assigns. Retailer may not assign this Agreement without the prior  written consent of HSNA. HSNA may assign any or all of its rights and obligations under this Agreement  to any affiliate of HSNA or a wholly owned subsidiary of HSNA, or to any other person or entity, and such  entity may assume all of HSNA’s obligations hereunder, all without the prior written consent of Retailer.  This Agreement may be signed in counterparts each of which shall be deemed an original, but all of  which shall be deemed to be and constitute one and the same instrument. Retailer agrees that the  terms and conditions of this Agreement shall be kept strictly confidential by Retailer. This Agreement,  and any construction or interpretation hereof, shall be governed by the law of the State of New York,  without giving effect to its conflict of law principles. As it pertains to all non-accounts receivable  recovery disputes each of the parties hereby irrevocably and unconditionally agrees that any dispute  arising out of, or in connection with, this Agreement or regarding deliveries made under this Agreement  must be settled with final and binding effect in accordance with the Rules of the American Arbitration  Association and that any such arbitration shall take place in New York, New York. As it pertains to all  account(s) receivable recovery legal actions taken by HSNA, Retailer consents to the jurisdiction and  venue of HSNA’s choice, including, but not limited, to any state or federal court located in the State of  New York. THE PARTIES HERETO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF  OR RELATED TO THIS AGREEMENT. In connection with collection of any payment from Retailer, Retailer  shall reimburse HSNA for its attorneys’ fees as well as other costs of collection and any resulting  litigation expenses. Any legal action against HSNA arising out of this Agreement must be commenced  within one (1) year from the date such action could first be brought or be forever barred. HSNA MAKES  NO REPRESENTATIONS OR WARRANTIES TO RETAILER IN CONNECTION WITH THIS AGREEMENT,  INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, NON INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. HSNA WILL NOT BE LIABLE TO RETAILER FOR  ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO  THIS AGREEMENT, AND, WITHOUT LIMITING THE FOREGOING, HSNA’S LIABILITY ARISING OUT OF OR IN  CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED TEN THOUSAND UNITED STATES DOLLARS  ($10,000.00) IN THE AGGREGATE.

Updated 07.31.19