EXCLUSIVE DISTRIBUTORSHIP

AGREEMENT

BETWEEN

PELLEQURX, LLC
AND

88 INFINITY LTD
 EXCLUSIVE DISTRIBUTORSHIP AGREEMENT
THIS DISTRIBUTORSHIP AGREEMENT (hereinafter referred to as the “Agreement”) made
and entered into as of ____, 2020 (hereinafter referred to as the “Effective Date”), by and
between PellequrX, LLC, a California corporation located at 13949 Ventura Blvd., Ste. 230,
Sherman Oaks, CA 91423 and represented by its CEO, Anna Margaryan (hereinafter referred to
as the “Company” which term wherever the context so requires or admits shall mean and
include the successors, executors, administrators and assigns) of the one part, and 88 Infinity
LTD, a limited company from United Kingdom, located at 27a Green Lane, Northwood,
England, HA6 2JX (hereinafter referred to as the “Distributor”), and collectively referred to as
Parties.
WITNESSETH
WHEREAS, both Company is a manufacturer and owner of certain beauty and cosmetic
products, including those under the brand Pellequr and PellequrX;
WHEREAS, Company desires to appoint Distributor as its Exclusive Distributor, as hereinafter
defined, of all Products which Company manufactures, for the purposes of distribution and/or
sale in the Territory, as hereinafter defined;
WHEREAS, Distributor desires to accept such appointment by Company as an Exclusive
Distributor for Company of Products in Territory; and
NOW, THEREFORE in consideration of the foregoing and mutual promises contained herein
the Parties agree as follows:
1.1.00 DEFINITIONS
1.1 Definitions
In this Agreement, unless the context otherwise requires, each other the terms set forth in this
Section shall have the meaning indicated:
1.01 This Agreement means tThis Agreement as originally executed between the
Company and Executor and as it may from time to time be
amended.
1.02 Party means eEither Company or Distributor, as the case may be, in its
capacity as a Party to this Agreement and, when used in the plural,
all of such Parties.
1.03 Products Shall mean means Company products as specified and listed in
Exhibit A of this Agreement.
1.04 Exclusive Distributor Shall means that neither Company nor any third party or agent of
Company shall sell Products in the Territory, other than
Distributor, in accordance with the terms set forth herein.
1.05 Territory Shall means countries in Europe and Asia as specified and listed in
B of this Agreement..
1.2 Interpretation
 (a) words of any gender shall include all genders;

(b) words using the singular shall include the plural and vice-versa;

(c) the terms ‘hereof’, ‘herein’, ‘hereto’, ‘hereunder’ and similar words refer to this
entire Agreement and not to any particular Clause, Section, Exhibit, Appendix or
Schedule or any other subdivision of this Agreement;

(d) references to section, subsection, Clause, exhibit, appendix or schedule are references
to section, subsection, Clause, exhibit, appendix or schedule to this Agreement;

(e) the words ‘include’ or ‘including’ shall be deemed to be followed by ‘without

limitation’ or ‘but not limited to’ whether or not they are followed by such phrases or
words of like import;

(f) reference to ‘this Agreement’ or any other agreement or document shall be construed
as a reference to such agreement or document as it may be amended, modified or
supplemented from time to time and shall include a reference to any document which
amends, modifies or supplements it, or is entered into, made or given pursuant to or
in accordance with its terms;

(g) whenever this Agreement refers to a number of days, such number shall refer to
calendar days unless otherwise specified.

1.3 Recitals

The recitals and schedules of and to this Agreement shall have effect and be construed as an
integral part of this Agreement, but in the event of any conflict or discrepancy between any
of the provisions of this Agreement, such conflict or discrepancy shall, for the purposes of
the interpretation and enforcement of this Agreement, be resolved by giving the provisions
contained in the Clauses of this Agreement priority and precedence over the provisions
contained in the recitals and schedules of and to this Agreement.

2..0 APPOINTMENT OF DISTRIBUTOR

2.101 Exclusive Distributor
Company hereby appoints Distributor as an exclusive, independent distributor of Products
in the Territory, and Distributor hereby accepts such appointment.
2.02 Restrictions
This Exclusive Distribution shall be effective as of the Effective Date, and shall remain in
full force and effect and be enforceable for the duration and on the terms set forth in
Section 2.05 below.
During the term of this Agreement or any extension thereof, Company shall not:
a. Appoint any other person, firm or company as a distributor, reseller or agent for
sale of the Products in the Territory;
b. Sell, export or otherwise supply to any other person, firm or company in the
Territory any of the Products; or
c. Cause any other person, firm or company to sell or export the Products to any other
person, firm or company within the Territory.
The Company covenants that any financial gain made by it, or any associated party, from
a breach of clause 2.2 shall be held on trust for the benefit of the Distributor and then be
transferred to a nominated account of the Distributor.
Clause 2.2 does not affect the Distributor’s ability to also sue for damages should the
covenants in clause 2.2.3 be violated in any way.

2.03 Sub-Distributors
Distributor may appoint sub-distributors on such terms and conditions as Distributor
determines to be necessary to facilitate sales of Products within the Territory. No such
appointment or delegation shall relieve Distributor from any obligations (whether delegated
to a sub-distributor or not) under this Agreement. Distributor shall remain primarily
responsible for all of its sub-distributors’ activities who have to comply with the applicable
terms of this Agreement.
2.04 Appointment Limited to Territory
It is understood and agreed that Distributor is not authorized to distribute Products outside
the Territory. Distributor shall refer to Company, in writing, all inquiries from third parties
received by it for the sale of Products outside the Territory, within ten (10) working days.
3.00 TERM
The effective period of this Agreement shall be one (1) year from the Effective Date, after which
it shall automatically terminate, unless renewed in advance and in writing mutually by the
Parties.
4.00 TERMINATION
4.01
The Parties may, terminate this Agreement based on the following:
i. The parties makes a general assignment of its assets or business for the benefit of its
creditors;
ii. If a trustee, receiver, judicial manager, liquidator, administrator is appointed for the
parties;
iii. If the parties filed a petition for insolvency, suspension of payment, or to voluntarily
wind up; or
iv. The parties commits a material breach of any of its representations, warranties and
covenants herein, without prejudice to any civil action or criminal action that may be
brought by the parties in connection with such breach.
________________(let me know what type of termination rights, if any, you want)________
4.02 Termination for Failure of Performance:

If one Party has failed to perform its responsibilities, the other Party will notify the former in
writing of the nature of its failure of performance and of the period of seven (7) business days
during which the former will be expected to cure such failure. If such failure has not been
completely cured at the expiration of such period, the non-breaching Party may terminate this
Agreement effective immediately. without prejudice to any legal action that may be brought
against either Party in connection with such breach.

4.03 Effects of Termination

In the event of termination of this Agreement, the following shall take place:

a. The existing purchase order shall still be delivered in accordance with its terms and the
terms of this Agreement.
b. The termination of this Agreement shall be without prejudice to any rights or obligations
which shall have accrued prior to such termination or which thereafter may accrue in
respect of any act or omission prior to such termination.
c. All the documents or information the Parties transferred to one another under this
Agreement must be returned to the owner or holder of the same within a period of no
more than 5 (five) days after a request to return is made, and must be kept absolutely
confidential.
d. The Parties will refrain from any act that affects the good standing of the other Party.

5.00 ORDERS
5..01 Placing Orders
Distributor shall place its orders with the Company by submitting a purchase order accompanied
by full payment. The orders will not be processed unless full payment is 100% of the balance
has been paid to Company. Distributor shall decide the size of the order, without any minimum
order requirement imposed by the Company.
5.02 No Minimum Purchase Requirements
While there are no minimum purchase requirements for Distributor, Distributor shall use itshis
best efforts to maximize distribution and sale of the Products in Territory.
5.03 Shipping and Delivery
All orders shall be shipped within 7 working days from receiving the purchase order and the full
payment. Company shall keep Distributor informed of any unexpected delays, and shall not be
responsible for any delays out of Company’s control. Parties shall mutually agree in writing the
shipment and insurance details, as well as responsible Party to bear the costs. Once the Products
are shipped, the ownership interests in Products shifts to the Distributor who then is solely
responsible for accepting, receiving, handling, transporting, storing, and delivering the Products
within the Territory, including without limitation, getting the Products through the customs,
paying any applicable tax, tariffs, custom broker fees, and any other costs associated with
accepting, receiving, handling, transporting, storing, and delivering the Products within the
Territory.
5.04 Returns and Refunds
All purchase and sales are final, non-returnable and non-refundable upon receipt of the purchase
order and the full payments. Distributor shall not be entitled to any returns or refunds. Any
defective Products shall be replaced by Company without any additional cost to Distributor,
upon receiving the proof of said defects. Distributor shall immediately notify Company of any
Products damaged during the shipment and assist with making a claim the shipping company and
its insurance. Once the Products are accepted by the Distributor, Distributor takes sole and full
responsibility for any damaged or lost Product.

6.00 PRICE AND PAYMENT TERMS

Company shall solely have the authority to set the prices for the Products being purchased by the
Distributor, as well as the prices for Distributor to sell the Products in the Territory. Company
shall prepare and make available to Distributor a price list that contains the above noted purchase
and sale prices for the Products (hereinafter referred to as the “Price List”). The most current
Price List is attached as Exhibit C to this Agreement. Company reserves the right to unilaterally
change the Price List at any time for any reason. Company shall deliver to Distributor the
updated Price List prior to accepting and/or processing any new orders and payments. Once the
purchase order and payment isare accepted by the Company, all sale prices for that specific order
become final, and not subject to Company’s changes.

7.00 NON-AGENCY
Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be
construed as authorizing Distributor to act, register, or otherwise represent as agent for Company
nor constitute or tend to establish any agency relationship between the Parties hereto for any
purpose whatsoever.

Distributor shall not make, undertake or accept any promises, warranties, guarantees or
representations of any kind or participate in the negotiation or conclusion of any contracts in the
name of Company.
8.00 DISTRIBUTOR’S AND COMPANY’S RESPONSIBILITIES
8.01 Taxes and Expenses
Each Party shall be responsible for its own expenses, taxes and costs associated with this
Agreement, the contemplated transaction and operation thereof.
Company shall be responsible for all the costs and expenses associated with manufacturing
Products into the United States of America. Parties shall equally split (50/50) the expenses
associated with, shipping and insurance. Distributor shall be solely responsible for taxes, tariffs,
duties, and bonded warehousing. Once the Products are collected from Company, Distributor
shall be responsible for all of the costs and expenses associated with distribution of the Products
in Territory including.
8.02 Activities Outside Territory
Distributor shall not seek customers for Products outside the Territory without the prior written
consent of Company. Distributor shall not maintain branches or depots for the distribution of
Products outside the Territory.
8.03 Reservation of Ownership Rights Between the Parties
Products supplied to Distributor shall be deemed to be the property of Company until Products
have been collected from Company and shipped to Distributor, at which point ownership of the
Products shifts to the Distributor.
9.00 TRADEMARKS AND PATENTS
Distributor shall not obtain or attempt to obtain or claim any right, title or interest in or to any of
the names, trade names or trademarks under which Products are or shall hereafter be
manufactured or sold or any combination of the same. Distributor shall not use any of such
names, trade names or trademarks otherwise than in connection with the sales of Products under
this Agreement.

Distributor further agrees to immediately cease the use of such approved names, trade names or
trademarks after the termination of this Agreement. Distributor shall not obtain or attempt to
obtain or claim any right, title or interest in or to any of the names, trade names or trademarks
owned by manufacturer of Products, or licensed by third party, for Distributor’s use under which
Products are or shall hereafter be manufactured or sold or any combination of the same.
Distributor shall pay Company full compensation for the breach of covenants made in this
Section.

10.00 REPRESENTATIONS AND WARRANTIES

10.01 Company’s representations and warranties
Company hereby represents and warrants to the Distributor that Products to be supplied under
this Agreement shall:
a. Upon delivery, comply with their specifications;
b. the Products does not infringe the Intellectual Property of any third party
cb. Be manufactured in accordance with the applicable regulatory requirements in the US;
and
dc. Have all necessary licenses and permits in the country of manufacture.
COMPANY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, WHETHER
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE THAT MAY BE
IMPLIED BY APPLICABLE STATE LAW EXCEPT THOSE REPRESENTATIONS AND
WARRANTIES MADE HEREIN. ANY IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE OR MERCHANTABILITY ARE HEREBY EXPLICITLY
EXCLUDED.

10.02 Distributor’s representations and warranties

Distributor shall not use the Products in any way not in compliance with the Product’s
specifications. Distributor shall not make any representation or give any warranty with respect to
the Product other than those authorized in writing by the Company. Company shall not be liable
for any matter, liability, damage, loss, costs and expenses incurred due to any unauthorized
warranty or representation or act or for any non-compliance by the Distributor with the
specifications, recommendations or any other technical information provided by the Company.

Distributor will be fully liable and will indemnify and hold Company harmless against any and
all liabilities, disputes, claims, losses, damages, costs or expenses incurred by Company due to
Distributor’s and customer's non-compliance with the specifications, and or with any other
document or in case of any misrepresentation or false warranty.

Distributor represents and warrants that it holds and maintains all necessary licenses and
permissions enabling Distributor to comply in all respects with its obligations under this
Agreement.

11.00 CONFIDENTIALITY
11.01 Confidential Information
The Parties shall hold confidential all information (hereinafter referred to as the “Confidential
Information”) pertaining to this Agreement, including but not limited to, the subject matter of
this Agreement, the terms of this Agreement, the Parties to this Agreement, as well as any
written or oral information obtained about the respective Parties that is not currently in the public
domain. Parties agree they will hold the Confidential Information in confidence using the highest
degree of care in protecting such information. Parties agree they will not make use of,
disseminate, or in any way disclose, the Confidential Information, and that the Confidential
Information will not be used, directly or indirectly, for any nonprofit, commercial, business or
other purpose or in any way detrimental to Corporation. Parties will take reasonable precautions
to protect the confidentiality and value to holder of the Confidential Information, including
measures to prevent loss, theft and misuse.
11.02 Exclusions
Confidential Information shall not include the following:
a. Information generally known in the respective industries of the Parties.
b. Information that enters the public domain through no fault of the Parties.
c. Information that is independently created by the Parties respectively without direct or indirect
use of information obtained during the course of negotiations of this Agreement.
d. Information that is rightfully obtained by the Parties from a third party who has the right to
transfer or disclose the information.
11.03 Disclosures
The Parties may disclose any Confidential Information relating to this Agreement to any of its
employees, agents and advisors where there is a need to know in relation to this Agreement and
where the personnel agree to be legally bound by the same burdens of confidentiality.
12.00 FORCE MAJEURE
Neither Party shall be responsible for the failure to perform any obligation otherwise due under
this Agreement as a result of any event beyond the reasonable control of such Party and which
could not have been foreseen due to any enactment of laws, regulations, or as a result of events,
such as war, acts of public enemies, terrorism, fires, floods, acts of God, strikes (being only
national or regional strikes), pandemic or any causes beyond the reasonable control of such
Party.
Notwithstanding the above, the Party so prevented from performing its obligations under this
Agreement due to a force majeure event shall immediately inform the other Party of the
occurrence of such event and shall make best efforts to alleviate the effects of such force majeure
event by any actions that may be reasonably possible.
If a force majeure event continues to prevent or delay performance of Supplier for more than 30
(thirty) Business Days from the date of occurrence, the Purchaser may terminate this Agreement,
effective immediately upon written notice to such Party.Neither Party will be liable for failure to
perform any part of this Agreement when the failure is due to fire, flood, strike or other labor
dispute, war, riot, act of God, insurrection, civil disturbance, act of government or government
regulation or other occurrence beyond the reasonable control of such Party.
Provided, however, that the affected Party shall have promptly notified the other Party of such
cause or circumstances and shall promptly resume performance upon cessation thereof and that
the above shall not relieve either Party from its obligations to perform its part of this Agreement
at such time and to such extent as may be possible.
13.00 NOTICES
Any notice herein required or permitted to be given shall be in writing and may be personally
served or sent by facsimile, electronic mail or registered mail shall be deemed to have been given
as follows: If personally served, when served; if by facsimile, on the second business day after
transmission thereof on a facsimile machine to the proper address and telex number with
confirmed answerback; if by electronic mail (e-mail) when sent or if mailed with postage (or
fees) prepaid and properly addressed. For the purpose hereof, the addresses, telephone number,
electronic mail and facsimile number of the Parties hereto (until notice of a change thereof is
given as provided in this article) shall be as follows:
If to Company:
PellequrX, LLC,
Attn: Anna Margaryan
13949 Ventura Blvd., Ste. 230,
Sherman Oaks, CA 91423
Tel:
E-mail:

If to Distributor:
88 Infinity LTD
______________,
______________
Tel:
E-mail:
Either Party hereto may change its address by notice given to the other Party in the manner set
forth above.
14.00 NO BREACH OF STATUTE OR CONTRACT
Neither the execution and delivery of this Agreement, nor compliance with the terms and
provisions hereof by Parties, are in violation of any statute or regulation of any governmental
authority or regulation affecting the Parties. The consummation of the transactions contemplated
in this Agreement shall not conflict with or result in a breach of or default under the terms,
conditions or provisions of any judgment or order, injunction or decree by which Parties may be
bound.
15.00 INDEMNIFICATION
Each party shall be liable for any damages it causes directly or indirectly to the other party or any
third party. Each party shall be fully liable and responsible for the conduct of their own
employees and shall ensure that their employees are following the terms and conditions of this
Agreement. Distributor shall indemnify and defend Company, its members, officers, employees
and agents, from and against all claims, damages, losses, expenses, or liabilities, including all
attorney’s fees, arising out of or in connection with this Agreement, the contemplated transaction
and operation thereof.
16.00 GOVERNING LAW
This Agreement, and all transactions and obligations contemplated hereby, shall be governed by
and construed, in accordance with laws of the State of California without reference to its
conflicts of law principles and as if fully performed therein, and will bind the successions and
assigns of each Party. The parties herein agree to submit to the personal jurisdiction and venue of
a court of subject matter jurisdiction located in the County of Los Angeles, State of California.
17.00 NO EXISTING WARRANTS OR OPTIONS
There are no existing warrants, options, stock purchase agreements, redemption agreements,
restrictions of any nature, calls or rights to subscribe of any character relating to the stock, nor
are there any securities convertible into such stock.
18.00 GENERAL PROVISIONS
18.01 Headings
The headings to Sections are included for convenience of reference only and not to be used to
construe or interpret this Agreement.
18.02 Waiver
Failure by either Party to enforce any of the provisions of this Agreement shall not be construed
as a waiver by it of its rights hereunder. Any waiver by either Party of a breach of this
Agreement shall not constitute a precedent as to any subsequent breach on the part of the other
Party. The remedies provided herein are cumulative and not exclusive of any remedy provided
by law.
18.03 Language
This Agreement is executed in the English language and, for purposes of enforcement and
interpretation, the Parties thereto mutually agree that the English Version shall prevail over any
other translation hereof.
18.04 Severability
If any one or more of the provisions contained in this Agreement shall be invalid, illegal, or
unenforceable in any respect under any applicable law, the validity, legality and enforceability of
the remaining provisions contained herein shall not in any way be affected or impaired, provided,
however, that in such cases the Parties oblige themselves to use their best efforts to achieve the
purpose of the invalid provision by a new legally valid stipulation.
18.05 Entire Agreement
Except otherwise provided in this Agreement, this Agreement shall constitute the only and entire
agreement between the Parties with respect to the subject matters contemplated herein and
supersede all prior oral or written agreements, understandings or arrangements between the
Parties relating thereto. Any amendment to this Agreement must be in writing, signed by both
Parties.
To the extent that any provisions of this Agreement are inconsistent with, or contrary to, any
provisions of any other document or agreement between Corporation and the Shareholders
relating to the provisions provided herein, the provisions of this Agreement shall govern and
control.
18.06 Attorney Fees
If any legal action, including an action for declaratory relief, is brought to enforce or interpret the
provisions of this Agreement, the prevailing Party will be entitled to reasonable attorneys’ fees,
which may be set by the court in the same action or in a separate action brought for that purpose,
in addition to any other relief to which that Party may be entitled.
18.07 Attorney Representation.
Parties acknowledge that each Party had the opportunity to select and obtain independent legal
advice prior to the execution of this Agreement and have either waived or received such advice.
If a Party has not been represented by an independent legal counsel of their choice in connection
with this Agreement, they acknowledge and agree that their failure to be represented by an
independent legal counsel in connection with this Agreement was determined solely by that
Party.
18.08 Successors and Assignees
This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their
respective heirs, legal representatives, and their successors and assigns.
18.09 Execution in Counterparts
This Agreement may be executed in any number of and by different Parties hereto on separate
counterparts, all of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute one and the same agreement. Any signature delivered by a Party by
facsimile, digital, PDF image, or other form of electronic transmission shall be deemed to be an
original signature hereto.
18.10 Recovery of Litigation Costs
If any legal action or any arbitration or other proceeding is brought for the enforcement of this
Agreement or any obligation arising as a result of this Agreement, or because of any alleged
dispute, breach default or misrepresentation in connection with this Agreement, the successful or
prevailing party in that action or proceeding shall be entitled to recover its reasonable attorneys’
fees and other costs incurred by such Party in that action or proceeding in addition to any other
relief to which such party may be entitled.
18.11 Further Assurances
Each party to this Agreement agrees to perform any further acts, to execute and deliver any
further documents that may be reasonably necessary to carry out the intent and provisions of this
Agreement.
18.12 Authority
Each Party hereby represents and warrants that it has full power and authority to enter into and
perform this Agreement without any third-party consents or authorization.
18.13 Attachments
All Exhibits, including without limitation, Exhibit A, Exhibit B and Exhibit C, and any document
attached to or annexed to this Agreement hereto are incorporated herein and shall be considered
a part of this Agreement for all purposes.

NO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY EITHER PARTY

TO THE OTHER OR BY ANYONE ELSE EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, AND THIS AGREEMENT IS NOT BEING EXECUTED IN RELIANCE
UPON ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY SET FORTH
HEREIN.
Parties acknowledge that they have carefully read and understood the provisions of this
Agreement and understand that they have the right to seek independent advice at their
own expense or to propose modifications prior to signing this Agreement and have
negotiated proposed modifications to the extent they deem necessary. Parties represent and
warrant that they have entered into this Agreement voluntarily and after consulting with
whomsoever they wish.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in
duplicate by their duly authorized representatives on the day and year first set forth below.

Distributor:

By ________________________________
Director and Officer:
Date _______________________________

Company:

By ________________________________
Director and Officer: Anna Margaryan
Date _______________________________

EXIBIT A: LIST OF PRODUCTS

EXIBIT B: TERRITORY
EXIBIT C: PRICE LIST