Ultimate Hair

Holdings

THIS DISTRIBUTOR AGREEMENT (this “Agreement”) is made and

entered into on , 2021 (“EffectiveDate”) by and
between [COMPANY/SUPPLIER], Zara Wellness with a principal place of
business at .
(“COMPANY”) and Ultimate Hair Holdings (Pty) Ltd
( 2021/825700/07 )

Appointment and Acceptance

COMPANY hereby appoints DISTRIBUTOR on an exclusive basis to purchase

and resell the Products in the Territory. DISTRIBUTOR accepts this
appointment on the terms and conditionsset forth herein and obligates itself to
the requirements of this Agreement.

The term "Products" shall mean the COMPANY products listed on website and
social media. COMPANY reserves the right to delete discontinued Products
upon thirty (30) days prior written notice to DISTRIBUTOR. New or additional
Products developed by COMPANY during the term of this Agreement shall be
deemed acceptable and added to your product sale list.

The term "Territory" shall mean the geographic area defined on Exhibit B
attached hereto. DISTRIBUTOR shall not, without the express written
authorization of COMPANY (i) reexport the Products from the Territory, or (ii)
sell, service or promote the Products from a location outside of the Territory.

Territory

The territory shall mean the area covered by the term in SA law. In this case referring to

Johannesburg,Gauteng, South Africa

Agreed to by "The Undersigned Herein"

Direct Sales

COMPANY's policy is to sell the Products through its DISTRIBUTOR

organization, wherever possible. In the event that COMPANY should make any
sales directly to customers in the Territory, it will compensate DISTRIBUTOR
for any and all assistance performed at COMPANY's request. Further, in the
event a prospective customer approaches COMPANY with the request for a
Product quotation which envisions shipment of the Product into the Territory,
COMPANY will reasonably compensate DISTRIBUTOR for any and all
assistance performed at COMPANY'S request in connection with any sale
which results from such quotation. The COMPANY will not actively market
and sell directly within the DISTRIBUTOR'S territory for the duration of this
agreement. The COMPANY will continue its advertising via social media and
divert sales to the DISTRIBUTOR when orders are placed by customers within
the DISTRIBUTOR'S territory.

Distributor’s Representations

In order to induce COMPANY to enter into this agreement, DISTRIBUTOR,

and its undersigned officer, warrant and represent that:

DISTRIBUTOR is a corporate entity duly organized and in good standing, and

will remainin compliance with all applicable laws in the Territory.

DISTRIBUTOR was not created primarily to enter into this Agreement or to

handle the Products, and its business is not exclusively or principally devoted to
the purchase and resale of the Products.

DISTRIBUTOR is and will remain an independent contractor with respect to its

relationship with COMPANY. DISTRIBUTOR agrees that COMPANY has
granted it no authority to make changes to COMPANY's terms and conditions
of sale, to extend COMPANY

warranties or, in general, to enter into contracts or make quotations on behalf of

or to bind COMPANY in any transactions with DISTRIBUTOR's customers or
any governmental agencies or third parties. No relationship of employment
shall arise between COMPANY and DISTRIBUTOR, or between COMPANY
or any employee or representative of DISTRIBUTOR. DISTRIBUTOR is at all
times acting for its own account, and at its own expense.

Term

The term of this agreement shall be in place for a period of 12 months from date
of signature afterwhich an automatic renewal will take place upon written
agreement and signature. This period can be negotiated based on the
performance of the distributor. The distributor shall maintain a reasonable stock
level as required by the DISTRIBUTOR. The combination of which will be at
the disgression of the distributor.

Cancellation shall be based on breach and non compliance of the agreement, as

well as non performance. This will be as per the laws of South Africa in terms
of written notice to perform or rectify breach. If written notice is not adhered to
in the given period a further notice shall be sent via registered mail for an
immediate cancellation.

Prices and Terms

The Product prices quoted are INCLUSIVE of VAT. In the event that COMPANY is required to pay
any such taxes, duties or fees, such items will be added to the invoice to be paid by DISTRIBUTOR.

COMPANY may adjust the prices of the Products from time to time upon
reasonable prior written notice to DISTRIBUTOR. DISTRIBUTOR shall
submit a list of outstanding quotations to COMPANY at time of price change
and COMPANY shall price protect such outstanding quotations for a period not
to exceed three
(3) months from the effective date of the price change.

All payments shall be made in South African Rands and shall be made by
DISTRIBUTOR no later than 2 days following the receipt of COMPANY’s
invoice.

The DISTRIBUTOR price is R 190/unit Incl VAT. Wholesale to salons R 230/

and suggested retail is R 450/

Courier costs will be dealt with on a case by case basis. All orders less than 10
units shall attract a courier cost.

The distributor shall be able to service clients with stock on hand however
should the need arise to make use of our company distribution then the
following shall be the protocol:

The distributor will invoice the clients, company will invoice distributor, once
payment has been receipted the order may take up to 7 days to be delivered
dependant on the couriers. The company shall deliver the product directly to the
customer on behalf of the distributor. Should the client contact the company
for an order, the distributor will be notified and above process will be adheared
to.

The DISTRIBUTOR price shall be updated on a quarterly basis.

Company Obligations

Furnish DISTRIBUTOR, without charge, reasonable quantities of Product

literature, including catalogues, circulars, photographs, camera ready artwork,
advertising and sales material in English language or other translated
international language format which COMPANY, at its option, may publish or
prepare from time to time;

Render assistance, as needed, to DISTRIBUTOR on technical and sales

problems andmake visits to the Territory;

Invoice DISTRIBUTOR for each Product sold in advance before it is shipped

or in accordance with the terms of the accepted order;

Distributor Obligations

In order to induce COMPANY to enter into this Agreement, and as a

condition of its continuation in force, DISTRIBUTOR agrees that it will:

Actively use its best efforts to promote and penetrate the market for
COMPANY Productsin the Territory;
Purchase Orders

Any purchase orders issued by DISTRIBUTOR are subject to acceptance by

COMPANYand will not be deemed accepted until a written confirmation has
been dispatched by COMPANY.

Delivery/Title/Risk of Loss

Delivery of all Products ordered by DISTRIBUTOR shall be made Ex- Factory

and distributed Ex-Factory

Title and risk of loss to the Products shall pass to DISTRIBUTOR when
COMPANY gives possession to DISTRIBUTOR or its agent on board ship at
the port of shipment or to courier.

All Products ordered pursuant to accepted purchase orders will be scheduled for
delivery in accordance with COMPANY's then current and normal delivery
times. COMPANY shall not be responsible for failure to deliver or comply
with any provision of this Agreement if such non- performance is due to
causes beyond its reasonable control such as, but not limited to, acts of God,
fire or Explosions causedby civiland labor disturbances or delays in
transportation. In such event, the time for performance hereunder shall be
extended by the period of time attributable to the delay. In no event shall such
extension of time exceed 10 days of the original delivery date.

Product Warranty

COMPANY warrants to DISTRIBUTOR that the Products will be free from

defects in material but in no event shall the warranty period extend beyond 3
months (3) months after the date of original

shipment. This Product Warranty is extended to DISTRIBUTOR only, and such

warranty may not be passed through to DISTRIBUTOR’s customer. The nature
of the warranty defect and including an explanation of any special
circumstances will be dealt with on each case.

COMPANY shall not be liable to DISTRIBUTOR or to DISTRIBUTOR’s

customer (including negligence and strict liability),

for loss or damage to property of DISTRIBUTOR, customer or other parties,
loss of use, loss of revenues or profits, or for any special indirect, incidental or
consequential damage whatsoever.

COMPANY’s Confidential Information and Rights

DISTRIBUTOR acknowledges that it will acquire information and materials

from COMPANY and knowledge about the technology, business, organization,
products, strategies, customers,and suppliers of COMPANY and that all such
knowledge, information and materials acquired and the existence, terms and
conditions of this Agreement are and will be trade secrets and confidential and
proprietary information of COMPANY (collectively "Confidential
Information"),. whether owned by COMPANY or licensed by COMPANY from
third parties, are subject to a valuable proprietary interest ofCOMPANY, and
that DISTRIBUTOR is under an obligation to maintain the secrecy of such
Confidential Information. Without limiting the generality of the foregoing
obligations, DISTRIBUTOR agrees that forthe term of this Agreement and
thereafter until such time as the Confidential Information is in the public
domain, DISTRIBUTOR will (i) not disclose, publish or disseminate any
Confidential Information to any third party written the prior written approval of
COMPANY except to its employees with a “need to know” who have executed
an agreement with DISTRIBUTOR to comply the nondisclosure and nonuse
obligations of this Section 11., (ii) not use any Confidential Information for any
other purpose other than to perform the obligations of this Agreement, , and
(iii) treat all Confidential Information ina secret manner, including placing
appropriate restricted marking and legends on the Confidential Information and
maintain such written information in a secure storage facility. .

During the term of this Agreement, DISTRIBUTOR is authorized to use

COMPANY trademarks for the Products in connection with DISTRIBUTOR's
advertisement, promotion and distribution of the Products in the Territory.
DISTRIBUTOR acknowledges that COMPANY owns and retains all
trademarks, copyrights and other proprietary rights in the Products, and agrees
that it will not at any time during or after the termination of this Agreement
seek to register any trademark, trade name, copyright or other proprietary right
or assert or claim any interest in or take any action which may adversely
affect the validityor enforceability of any trademark, trade name, trade secret,
or copyright belonging to or licensed to COMPANY.

DISTRIBUTOR agrees to use reasonable efforts to protect

COMPANY's proprietaryrights and to cooperate in COMPANY's efforts to

protect its proprietary rights. DISTRIBUTOR agrees tonotify COMPANY of
any known or suspected breach of COMPANY's proprietary rights and to
cooperatewith COMPANY without making any charge therefore in any action
by COMPANY to investigate or remedy an infringement of such rights.

Neither DISTRIBUTOR nor its employees and agents, will, without

COMPANY's prior consent, alter any of the Products or remove, alter,
obliterate or mar any notice or legend of COMPANY's copyrights, trademarks
or trade secrets.

Infringement Indemnification

COMPANY shall defend any claim, suit or proceeding brought against the
DISTRIBUTOR so far as it is based on a claim that the use or transfer of any
Products delivered hereunder constitutes an infringement of a patent, trademark
or copyright registered in the United States, so long as COMPANY is notified
promptly in writing by the DISTRIBUTOR of any such action and given full
authority, information and assistance at COMPANY's expense forthe defense of
any such claim or proceedings. COMPANY shall pay all damages and cost

awarded against the DISTRIBUTOR but shall not be responsible for any
settlement made without its consent. In the event of final judgment which
prohibits the DISTRIBUTOR or the DISTRIBUTOR's customers from
continued use of any Products by reason of infringement of such patent,
trademark or copyright, COMPANY may, at its sole option and at its expense,
obtain the rights to continued use of any such Product, replace or modify such
Product so that it is no longer infringing.

COMPANY shall have no liability to the DISTRIBUTOR under any provisions

of this Section 12 if any patent, trademark or copyright infringement or claim
thereof is based upon the use of Products delivered hereunder in connection or
in combination with equipment or devices not delivered by COMPANY or use
of any such Product in a manner for which the same was not designed.

Termination

COMPANY may terminate this Agreement at any time prior to the expiration of
its stated term upon the occurrence of any of the following events, each of
which is expressly declared to be "Just Cause" for termination of this
Agreement:

DISTRIBUTOR defaults in any payment due COMPANY for Products

purchased under this Agreement and such default continues unremedied for a
period of fifteen (15) days following COMPANY's written notice to
DISTRIBUTOR;

DISTRIBUTOR fails to perform any other obligation, warranty, duty

or responsibility under the Agreement, and such failure or default continues

unremedied for a period of thirty (30) days following COMPANY's written
notice to DISTRIBUTOR;

DISTRIBUTOR becomes insolvent; proceedings are instituted by or against it

in bankruptcy, insolvency, reorganization or dissolution; or it makes an
assignment for the benefit of creditors; or

DISTRIBUTOR is merged, consolidated, or substantially changes thenature or

character of its business, or substantially changes its management ownership or
principals;

Either party may terminate this Agreement at will at any time during the term of
this Agreement, with or without cause, by giving not less than three (3) months
written notice to the other party.

Upon termination hereby by either party:

All sums due to either party from the other shall be promptly paid;

DISTRIBUTOR orders received and accepted by COMPANY prior to

termination of this Agreement shall be fulfilled in accordance with their terms;

DISTRIBUTOR shall deliver promptly to COMPANY all Confidential

Information in DISTRIBUTOR’s possession or under DISTRIBUTOR’s
control;
DISTRIBUTOR will cease all display, advertising and use of COMPANY
tradenames, trademarks, logos and designations, except uses on the Products
which remain in DISTRIBUTOR's possession; and

COMPANY shall have the option to repurchase any or all of the Products in

DISTRIBUTOR’s inventory which are new and unused at net price paid
originally byDISTRIBUTOR.

Governing Law

The place of the making and execution of this Agreement, and the location of
the manufacturingfacility for the Products purchased and resold by
DISTRIBUTOR under this Agreement shall be Cape Town, South Africa.
Accordingly, the parties agree that the law of South Africa shall govern the
interpretation, enforcement and performance of this Agreement. COMPANY
and DISTRIBUTOR each expressly waive and disavow any rights that may
accrue under any other body of law. The U.N. Convention on Contracts for the
Saleof International Goods is hereby excluded from application to this
Agreement.

Dispute Resolution

It is the intention of the parties to use their reasonable best efforts to

informally resolve, where possible, any dispute, claim, demand or

controversy arising out of the performance of this Agreement by mutual

negotiation and cooperation.

In the event that the parties are unable to informally resolve any dispute, claim,
demand, controversy or cause of action of every kind and nature whatsoever,
known or unknown, vested or contingent, that such party may now have or at
any time in the future claim to have based in whole or in part, or arising from or
that in any way is related to the negotiations, execution, interpretation
orenforcement of this Agreement (collectively, the "Disputes"), the parties agree
that such Disputes shall be completely and finally settled by submission of any
such Disputes to arbitration before a single arbitrator under the Rules of
Conciliation and Arbitration of the International Chamber of Commerce then in
effect. Unless the parties agreeotherwise, the arbitration proceedings shall take
place in Cape Town, South Africa and the arbitration proceedings hereunder
shall be conducted in English. The award of the arbitrator shall be in writing,
shall be final and binding upon the parties, shall not be appealed from or
contested in any court and may, in appropriate circumstances, include injunctive
relief.
Judgment on suchaward may be entered in any court of appropriate
jurisdiction, or application may be made to that court for a judicial
acceptance of the award and an order ofenforcement, as the party seeking to
enforce that award may elect.

Attorney’s Fees

If any party shall commence any action or proceeding against another that arises
out of the provisions hereof, or to recover damages as the result of the alleged
breach of any of the provisions hereof, the prevailing party therein shall be
entitled to recover all reasonable costs incurred in connection therewith,
including reasonable attorneys' fees.

South Africa Laws and Regulations

DISTRIBUTOR acknowledges that COMPANY has informed it that South

Africa laws and related regulations may under certain circumstances forbid the
re-export of Products (or associated technical data) sold or transferred to
customers in the Territory or elsewhere. DISTRIBUTOR agrees that it will
make every reasonable effort to comply with such regulations, including
providing customer information required by COMPANY to comply with South
African laws and regulations.

DISTRIBUTOR acknowledges that COMPANY has informed it that South

Africa law forbids the making of gifts or payments to government employees or
political parties to induce such employees or parties to misuse positions of
influence in order to obtain or

retain business. DISTRIBUTOR agrees that it will not engage in such conduct,
nor permitothers under its control to makesuch gifts or payments.

Limitation of Liability

Neither COMPANY nor DISTRIBUTOR shall be liable to the other, or to

DISTRIBUTOR'scustomers, for any special, indirect, or consequential damages,
including but not limited to loss of profits, loss of business opportunities, or loss
of business investment.

Indemnification

DISTRIBUTOR agrees to indemnify and hold COMPANY harmless from

any costs, claims, damages, losses, liabilities or expenses (including
reasonable attorney's fees) asserted by anythird party resulting from
DISTRIBUTOR’s breach of the Agreement, any inaccurate or unauthorized
representation or warranty made by DISTRIBUTOR, or failure to conform to
local laws and regulations.

Survival

In addition to DISTRIBUTOR's obligation to pay COMPANY all amounts due

hereunder, DISTRIBUTOR's obligations shall expressly survive termination of
the Agreement.

Assignment

Neither party may assign any of the rights or obligations set forth in this
Agreement without the prior written consent of the other, provided that
COMPANY shall have the right to assignany portion of the Agreement to its
subsidiaries and affiliated companies.

Notices
All notices and demands under this Agreement shall be in writing and shall be
served by personalservice or by mail at the address of the receiving party first
stated in this Agreement (or such different address as may be designated by
such party to the other in writing). All notices or demands by mail shall be by
telex, cable, telefacsimile, or by certified or registeredairmail, return-receipt
requested, and shall bedeemed complete upon receipt.

Integrated Agreement

This Agreement constitutes the entire understanding and agreement between

COMPANY and DISTRIBUTOR and terminates and supersedes all prior
formal or informal understandings. Should any article of this Agreement be
held unenforceable by a court of law or other tribunal having jurisdictionover
both parties, COMPANY or DISTRIBUTOR may elect to terminate this
Agreement.

Language

This Agreement has been written in the English language. It may be translated,
for convenience, into other languages. However, in case of error or
disagreement, the executed English language version shall prevail.

COMPANY: DISTRIBUTOR:

PLACE: PLACE:

TITLE: TITLE:

DATE: DATE: