RETAILERS CONTRACT


THIS IS A CONTRACT BETWEEN

1. Comic Hub Limited of New Zealand (CH)

2. The Retailer to whom CH has confirmed it gives a Business Account (Retailer)

INTRODUCTION

What does this Contract do?

This Contract creates binding legal obligations between the Retailer and CH. Please read it carefully before applying for a Business Account with CH.

THE CONTRACT TERMS

It Is Agreed As Follows:


1. Effect of Contract

1.1 If CH gives the Retailer a Business Account then the terms of trade agreed between CH and the Retailer and the terms of this Contract,
which may be modified from time to time by CH and published on the CH Website for Retailers to login and access will govern the commercial relationship
between CH and the Retailer.The terms of this Contract may be modified from time to time by CH and published on the CH Website for Retailers to login and access.

2. Website Terms of Use, Website Privacy Policy

2.1 In the event of any conflict or inconsistency between the terms of this Contract and the Website Terms of Use or Website Privacy
Policy (as the case may be), the terms of this Contract shall prevail only in respect of such conflict or inconsistency
(unless CH otherwise specifically provides to the contrary).

3. Access and Use of Portal and System

3.1 The Portal is owned and operated by CH.

3.2 The System is owned by or licensed to CH.
3.3 The Retailer may only access and use the App, Portal and the System after CH has confirmed in writing to
the Retailer that it has accepted the Retailers credit application and issued the Retailer with a Business Account.

3.4 The Retailer acknowledges that CH will own,collect and store metadata relating to the Retailers use of the Portal and the
System and that this data may be used by CH as it thinks fit, and it may be passed on to other parties for business purposes.

3.5 The Retailer warrants to CH that:

(a) Retailer’s profile and information are true, accurate, current and complete in all respects, including without
limitation, the contact details and address for Retailers physical shop premises;

(b) Retailer will notify CH immediately of any changes to the profile and information referred to in Clause 3.4 (a) above.
CH will not be responsible for any failure to perform under this Contract where such failure is attributable to Retailer’s
breach of Clause 3.4(a) above or otherwise because of Retailer’s failure to notify CH of any changes (in particular, changes
to the contact details and/or address for delivery of the Products) in accordance with this Clause 3.4(b);

(c) Retailer shall not impersonate any other person or entity or use a false name that Retailer is not authorised to use;

(d) Retailer will give any customer who has ordered product that is to be delivered to and sold by the Retailer prompt notice of
its arrival at the Retailers Store, the hours of opening and the amount payable for the ordered product.

3.6 Upon approval of Retailer’s application for a Business Account, CH shall issue to the Retailer a Username and Password to
enable Retailer to access and use the Portaland download the Software.

3.7 CH reserves the right at any time (whether with or without notice) to:

(a) amend, add to, terminate, suspend, withdraw or revise any or all of the Services and/or the Portal, the Software and the System. Retailer’s
continued access and use of the Services and/or Portal, and or Software and/or System will amount to Retailer’s acceptance of any change; and

(b) amend or vary this Contract and Retailer’s continued access and use of the Services and/or Portal will amount to Retailer’s acceptance of
such amended or varied terms which shall be updated and readable in the area of the Portal reserved for Retailer members of CH to access.

3.8 Some or all of the Services) that may be accessed through the Portal may not be available at certain times due to the maintenance
and/or malfunction of the Portal and/or reasons beyond the control of C H. Notwithstanding anything to the contrary, CH makes no
warranty that the Portal (including Services) will be available at all times.

4. Login Process


4.1 To enable Retailer to access and use the Portal, CH will require Retailer to enter its Username and Password during the logging in process
in accordance with the applicable prompts and procedures. Retailer will never attempt to, or login using another Retailer’s identification.

4.2 When Retailer has complied with all the procedures for logging into the Portal, Retailer confirms on every occasion thatit has read,
understood and agreed to be bound by the terms and conditions of this Contract.

4.3 CH acceptance of Retailer’s application for the Services will only occur after Retailer has successfully passed all CH procedures
and verification processes for logging into the Portaland CH has approved Retailer’s access.

4.4 Retailer agrees that the use of the Username and Password is adequate identification of Retailer. Retailer hereby authorises
CH to act on its instruction(s) given under or pursuant to the Services and using the Username and Password, without having to obtain
any separate written or other confirmation from Retailer even if those instruction(s) are not actually separately given or authorised
by Retailer. All such instruction(s) shall be binding on Retailer once transmitted to CH regardless of whether the instruction(s) are
issued by Retailer or by some other person, whether authorised or not. CH will not be liable for any loss or damage suffered or incurred by Retailer
as a result of any unauthorised instructions effected using the Username and Password and any other security information required under the Services.


5. Security


5.1 Retailer acknowledges that keeping its Username and Password secure is vital and is the Retailer’s responsibility. Retailer shall adhere to
any and all security guidelines, instructions and/or directions issued by CH from time to time relating to the access and/or use of the Portal
and/or Services, including those specified below:

(a) the Username and Password shall be kept confidential by Retailer, and where applicable, Retailer’s authorised personnel to whom the Username
and Password is properly disclosed. At all times, Retailer shall be responsible for such authorised personnel’s use of the Username and Password
and any loss or damage caused by the use by or disclosure of the Username and Password to any unauthorised third party. The Username and Password
must not be shared or otherwise disclosed to Retailer’s clients, business contacts or any other personnel (except for authorised personnel) or third
parties, unless approved beforehand in writing by CH. The Username and Password are not transferable should Retailer sell its business;

(b) if Retailer changes the Password issued by CH, Retailer shall ensure that:

(i) such new Password is alphanumeric (i.e. a combination of letters and numbers); and

(ii) no weak combination for the new Password shall be used. Examples of a weak combination
include Username, name of Retailer, or any word found in a dictionary;

(c) the Password must be changed if there is any indication that access security has been compromised (e.g. the Password is known by an unauthorised person)
and Retailer shall immediately notify CH of such security compromise;

(d) Retailer shall ensure that the Username and Password are not displayed, shared or written down;

(e) Retailershall not select software options which offer to ‘remember’ passwords;

(f) where an invalid Password is entered three (3) times in a row, an electronic mail notification will be sent to Retailer and where an invalid
Password is entered five (5) times in a row, the security system of the Portal shall terminate the current session and revoke the access rights
until it is reset by the security administrator managing the Portal;

(g) Retailer shall ensure that it does not leave the computer terminal or system unattended whilst Retailer is online to the Portal and
Retailer must log out from the computer terminal or system after completing its access to the Portal; and

(h) Retailer is responsible for its own anti-virus software and security measures to prevent unauthorised access
to Retailer’s information, instructions, transactions and accounts via the Portal and/or Services.

5.2 Although CH uses reasonable endeavours to protect the security of the Portal, the Services or Retailer’s instructions from unauthorised access,
by employing a range of security features and measures, CH makes no representations and disclaims all warranties that such measures will protect the
security of any and all Retailer’s instructions as transmitted between Retailer and CH under or pursuant to the Services. Retailer acknowledges and
agrees that CH shall not be held accountable or liable for any direct or indirect loss or damage, costs, expenses, or liability incurred or suffered
by Retailer or any other party in the event any or all of Retailer’s information and/or instructions is accessed and/or used by third parties under the Portal.

5.3 Retailer will be solely and exclusively liable for all consequences arising from any and all use or unauthorised use of the Username and Password.

6. Ordering Process


6.1 Orders are initiated by the Customer’s use of the App . The App links through to CHPOSwhich will show whether a product is currently available,
what its recommended price is and if an Advance Order when it may be released for sale.

6.2 Whenan order is placed by a Customer through the App, CH will review it and if approved by CH for its own purposes only
will allocate it to theRetailer’s account within CHPOS for delivery to the physical retail outlet within CHPOSthat the Customer has chosen.

6.3 The Retailer can access the Portal and view Customer orders on CHPOS and choose which to place orders for via CHPOS.

6.4 When the Retailer confirms that they wish to generate an order via CHPOS, then CH willcause customers with email to be sent a
list of what has been ordered for them. Customers with the App will receive an order update on the App.

6.5

6.1 After successful login in accordance with Clause 4, Retailer may begin using the Portal, and System.

6.2 Once Retailer has selected the Products and completed the details required on the product page, Retailer may then proceed to
the checkout page where Retailer may tender its offer to purchase the Product(s) by submitting the order for the Products to CH as
agent for the Publishers and by clicking the “submit order” button at the end of the checkout page.

6.3 Once order is submitted by Retailer in accordance with Clause 6.2 above, a confirmation number will be generated and sent to
Retailer via electronic mail. For the avoidance of doubt, the generation, display and sending of the confirmation number is
merely a confirmation of receipt of Retailer’s offer to purchase the Products and do not constitute CH or Publisher’s acceptance of the same.

6.4 As soon as practicable after generation of the confirmation number, CH will contactRetailer and advise if the offer to purchase the
Products has been accepted by the Publisher. If so accepted by the Publisher a binding contract shall be deemed to take place and thereafter
anycancellation of the order by Retailer for any reason whatsoever shall constitute a breach of the purchase contract and this Contract as well unless paid for in full.

6.6 Each order (including without limitation the price and payment for the Products, delivery, passing of ownership
and risk of loss or damage thereof) shall be subject to the terms and conditions of the Contract between the Retailer and the Publisher.

6.7 CH accepts no responsibility or liability however arising for any of the following:


6.7.1 Pricing changes on product as notified from time to time by Publishers.

6.7.2 Any difference in the creative team or authors on Advance Orders.

6.7.3 Any delays in shipping of product.

6.7.4 Any matter outside of CH’s contractual obligations.

6.7.5 Any matter beyond CH’s reasonable ability to control, for example and without limitation any force majeure type of event.

6.56.7.6

7. Use Restrictions

7.1 Retailer acknowledges and agrees that the rights granted by CH for the access and use of the App, CHPOS, the Portal and/or Services are only for Retailer’s
own internal business purposes. In addition to any other conditions or restrictions governing Retailer’s access and use of the Portal and/or Services, Retailer agrees:-

(e) not to use the App, CHPOS, the Portal (including any service, information and content therein) and/or Services for any illegal or unlawful purpose or where otherwise
prohibited under any law;>

(f) not to modify, copy, reverse engineer, republish, reproduce, distribute, transmit, use or otherwise deal with the App, CHPOS, the Portal (including any service,
information and content therein) and/or Services without obtaining CH’s prior written approval or unless where expressly permitted under this Contract;>

(g) not to use the App,CHPOS, the Portal and/or Services in any manner which could damage, disable, corrupt or impair the Portal, Services or the hardware and software
system, security protocols, information/service provider networks or other operations;

(h) not to post, send or transmit any unauthorised content or information on to or through the Portal and/or System. This includes without limitation, content or information
that is unlawful, vulgar, obscene, libellous, in breach of privacy, abusive, inaccurate, misleading, defamatory, offensive, in breach of any intellectual property right or
otherwise objectionable. The Retailer may not send through or to CH or any publisher or other party able to access the CH System any communication that constitutes “junkmail”,
“spam”, “chain letters” or any other form of unauthorised materials; or contains software viruses or any file or program that may interrupt, disable, corrupt or impair the Portal,
Services or the hardware and software system, security protocols, information/service provider networks or other operations; and

(i) to use the Portal and/or System and any transactions conducted on or through them in accordance with this Contract and in a manner, which does not infringe the rights of,
or restrict or inhibit the use and enjoyment of the Portal and/or System by any third party.

(j) Not to use the System or the Portal or the App for any purpose except as authorised by CH from time to time.

8. Warranties<>

8.1 The Portal and the System is provided on an “as is” and “as available” basis. Except as specifically provided in this Contract and to the
fullest extent permitted by law, CH makes no warranties, representations, guarantees or endorsements, whether express or implied, oral or written,
including without limitation warranties, representations, guarantees or endorsements as to merchantability, satisfactory quality or fitness for a particular purpose,
accuracy, quality, precision, non-infringement, use, access, operation, availability, continuity or non-interruption, adequacy, timeliness and/or completeness of the Portal,
the Software and the System.


9. Liability>

9.1 Except as specifically provided in this Contract and to the fullest extent permitted by law, CH will not be liable for any loss, damage,
or expenses of whatever kind suffered or incurred by Retailer or any other person or third party (whether indirect, consequential, incidental, punitive,
special damages or all other loss and damage, including without limitation, lost profits, loss of business, lost savings, goodwill or anticipated profits,
loss, destruction or corruption of data or communications), whenever and howsoever arising even if CH has been advised of the possibility of such damages
in advance, and all such damages are expressly excluded.

9.2 Without limiting Clause 9.1 and in addition to any other provision under this Contract, Retailer agrees that CH shall not be liable for any
loss or damage suffered or incurred by Retailer or any other person or third party (whether indirect, consequential, incidental, punitive, special damages or
all other loss and damage including without limitation, lost profits, loss of business, lost savings, goodwill or anticipated profits, loss, destruction or
corruption of data or communications), whenever and howsoever arising whether in contract, tort, negligence or otherwise, in connection with the following events:

(a) CH’s taking of any instructions (including offers to purchase the Products) and/or any other requests made by a Customer or Retailer via the
Portal or the App and acting upon them;

(b) any destruction or alteration of Retailer’s instructions and/or requests, data or information transmitted by Retailer to CH through the Portal and/or System;

(c) the improper, fraudulent or unauthorised use of the Portal, System and/or Username and Password;

(d) any breakdown or malfunction of any equipment, system or software used in connection with the Portal and/or System, including
but not limited to Retailer’s computer terminal and any electronic terminal, server or system, communications device, connection or
system or any part of the System arising from any access to the Portal and/or Services;

(e) any intrusion or attack by any person, hardware, software, virus, Trojan Horse, worm and/or macros or other harmful
components arising from any access to the Portal and/or System;

(f) any loss or damage caused by any access or use of the Portal and/or Services and which is subsequently prohibited, restricted, delayed or otherwise affected by:

(i) the laws and regulations of the country from where such service(s) is accessed and/or the terms and conditions prescribed
by the relevant Internet service provider or information/communication network service provider in such country of access;

(ii) any law or regulation of any jurisdiction, regional or international authority which governs any use or any component
of the Portal and/or Services, any relevant Internet service provider or information/communication network service provider or system;

(iii) any act or omission by any relevant Internet service provider or information/communication network service provider; and/or

(iv) CH’s modification, maintenance or upgrade of the Portal and/or System and/or Services;

(g) any errors or omissions in the information, specification, description, material, or resources contained in the Portal or System;

(h) any breach or non-performance by Retailer of any term or provision of this Contract;

(i) any defect in any Services provided under the Portal or the System;

(j) the exercise by CH of any of its rights under this Contract including the right to terminate Retailer’s access and use of the
Portal and/or Services and/or System, for any reason whatsoever; and/or

(k) any misstatement, misrepresentation, error or omission in any details disclosed by CH.

9.3 Retailer shall indemnify, defend and hold CH (including its related and associated companies and/or subsidiaries) harmless
against any and all claims, demands, suits, actions, judgements, damages, costs, losses, expenses (including legal fees and expenses
on a solicitor-client basis) and other liabilities whatsoever and howsoever caused that may arise or be incurred by CH (including its
related and associated companies and/or subsidiaries) and/or any other party in providing the Portal and/or Services and System to Retailer,
whether or not arising from or in connection with access and/or use of the Portal and/or Services and/or System including but not limited to
any of the events set out in Clause 9.2.

9.4 Clause 9 and other exclusion or limitation of CH’s liability under this Contractshall take effect to the widest and fullest
extent permitted by law including without limitation, any judicial or other governmental order, guidelines, directive or notice.

9.5 Where CH cannot exclude liability, to the extent permitted by law, CH’s liability will be limited to the re-supply of the relevant
service and/or the cost of re-supplying the service.

10. Intellectual Property

10.1 Retailer acknowledges and agrees that all copyright, trademarks, and all other intellectual property rights subsisting in
and/or arising from the App, CHPOS, the Portal (including without limitation all content, product and CH names, logos, images, text,
materials, specifications, description, information and resources contained in the Portal) and System is owned by or licensed to CH.
Unless specifically provided otherwise, nothing in this Contract, the App,CHPOS, the Portal and/or Services shall be construed as granting
Retailer or any person any rights and/or license to use the foregoing proprietary rights and such use is therefore strictly prohibited.

11. Termination of Access and Use

11.1 In addition to any other rights or remedies available to CHhereunder in this Contract or at law, CH is entitled at anytime
with or without notice to terminate Retailer’s access to and use of the Portal and/or Services for any reason whatsoever, including but not limited to the following:

(a) upon the suspension, withdrawal, termination or expiration of Retailer’s registration with CH;

(b) upon Retailer’s breach or omission to observe any of the terms and conditions under this Contract, the Website Terms of Use or Website Privacy Policy;

(c) upon any incorrect or fraudulent representation or instruction issued by Retailer.

12. Dispute Resolution

12.1 If any dispute arises in relation to this Contract, any party may notify the other in writing of the dispute and request resolution.
The parties will then try to resolve the dispute by negotiation, mediation or other alternative resolution techniques.
If the dispute is not resolved within 10 working days of the date of receipt of the notice any party may refer it to be
finally resolved by arbitration under the Arbitration Act 1996. The arbitration will be held in Auckland New Zealand.

13. Governing Law

13.1 New Zealand law governs this agreement and the New Zealand courts have non-exclusive jurisdiction.

14. Miscellaneous

14.1 Assignment.CH may assign the benefit and the burden of this Contract to another party and then give written notice of this to the Retailer.
With effect from assignment CH shall have no liability whatsoever. Retailer may only assign the benefit and burden of this Contract to another party
with the prior written consent of CH, which will not be unreasonably delayed or declined.

14.2 Governing Law. This Contract and access to and use of the Portal and Services shall be governed by and construed in accordance with the laws of
New Zealand. All disputes arising out of or relating to this Contract and access to and use of the Portal and Services shall be subject to the dispute
resolution procedure set out below.

14.3 Links. The Portal may contain links to third party websites, including websites which CH has no control over. Access and use of these third
party websites are solely at Retailer’s risk and CH assumes no liability and is not responsible for any content, products, services, information,
data, opinions, advice and/or statements made or offered on these linked websites. The inclusion of any links does not imply any endorsement in any form on the part of CH.

14.4 Force Majeure. CH will not be liable to Retailer for any breach of this Contract or for any delay or failure to perform under this Contract
if the breach, delay or failure is due to an event of Force Majeure. An event of “Force Majeure” means an event not within the reasonable control of
CH, which CH is unable to prevent, avoid or remove and shall include without limitation (a) war, hostilities (whether war be declared or not), invasion,
act of foreign enemies, rebellion, revolution, insurrection, military or usurped power, civil war, terrorism; (b) natural catastrophe including b
ut not limited to earthquakes, floods, subsidence, lightning, fire and exceptionally inclement weather;

(c) burglary, theft, riot and disorders, criminal damages, sabotage, strike, lockout, revocation of work permits, shipping delays,
labour unrest or other industrial disturbances, and/or (d) any Trojan horses, worms, viruses or other disabling or disruptive programs or devices.

14.5 Severance. If any provision of this Contract is held to be illegal or invalid under present or future laws or regulations, such provision shall
be fully severable and this Contract shall be construed as if such illegal or invalid provision had never comprised a part of this Contract and the

remaining provisions of this Contract shall remain in full force and effect and shall not be affected by the illegal or invalid provision or by its severance from this Contract.

14.6 Waiver. Failure by CH to enforce, at any time, any provision of this Contract shall not be construed as a waiver of its right to enforce the breach
of such provision or any other provision in this Contract or as a waiver of any continuing, succeeding or subsequent breach of any provision or other provision
of this Contract.

14.7 Survival. Any terms or provisions which are intended to survive the termination or expiration of this Contract, whether expressly or implicitly,

shall survive. Without limiting the generality of the foregoing, the provisions in Clauses 8, 9 and 10 shall survive the termination or expiration of this Contract.

14.8 Notices. Any notice or other communication (Notices) given under this agreement must be in writing. Notices are deemed served at the following times:


(a) When given personally, upon delivery;
(b) When sent by post (other than airmail) or document exchange, 3 working days after posting;
(c) When sent by airmail outside New Zealand, 5 working days after posting;
(d) When sent by facsimile or email, upon receipt of the correct answerback or receipt or delivery code.


15. Definitions

15.1 In this Contract:

(a) “Advance Order” means an order placed by a Customer and approved by CH and the Retailer for a product that iseither intended to
be published or which is not yet available for sale in the Country where the Retailer agrees toreceive the product in store.

(a)(b) “App” means part of the System comprising a downloadable computer software application containing a unique set of electronic
instructions and functionality the intellectual property for which is owned by and/or licensed to CH. The App is designed to allow retail
consumers to place orders with Retailers, keep track of their comic collection, receive updates on delivery of orders and publication of
new material and events that may be of interest.

(c) “Business Account” means the provision of a business credit account between CH and Retailer;

(d) “CHPOS” means the electronic point of sale system operated by CH that interfaces with the App, the Customer and the Retailer.

(e) “Customer” means a person who uses the App to search for product and to place orders for products that are either currently available or due to become available.

(b)

(c)(f) “Portal” means the Comic Hub international internet portal through which CH and the Retailer conduct business;

(d)(g) “Publisher” means a publisher of Comic or animated material whether in hard copy or electronically.

(e)(h) “Retailer”means user of the Portal and Services who has been accepted by CH for a Business Account and is registered by CH to access and
use the Portal and Services and to whom the Username and Password has been issued;

(f)(i) “Services” mean the services, functions or facilities made available or accessible to Retailer through the Portal;

(g)(j) “Software” means the proprietary software that CH supplies to Retailer to interface with the Portal and provide point of sale transactional capabilities;

(h)(k) “System” means the entire business model architecture and design it’s accompanying software, intellectual property and internet
functionality that allows CH to do business with the Retailer, and the Publishers, and provides an information and ordering resource to retail customers.

(i)(l) “Username” means Retailer’s user identification name for accessing and using the Portal and Services;

(j)(m) “Website” means CH’s website located at URL www.----------------------- or any subsequent URL which may replace it;

(k)(n) “Website Privacy Policy” means CH’s privacy policy regarding the collection, use and disclosure of personal information through the Website; and

(l)(o) “Website Terms of Use” means the terms and conditions governing the access and use of the Website.


16. Interpretation

Throughout this Contract, the following rules will govern interpretation:
(a) The singular includes the plural, and vice versa.
(b) One gender includes every gender.
(c) Reference to a person includes any other entity and their representatives, successors and permitted assigns.
(d) Where any word or expression is defined in this agreement any other grammatical form of that word or expression has a corresponding meaning.
(e) The obligation of any party comprising 2 or more persons binds those persons jointly and severally.
(f) Clause headings are for reference purposes only.
(g) References to a statute or regulation will include any consolidations, amendments or revisions.
(h) References to clauses, schedules and attachments are to those in this agreement.
(i) All time periods or deadlines for a party to do or notify anything are intended to be strict and not subject to extension.