SCHEDULE TO LICENSE, AGREEMENT BETWEE,N The Walt Disney (Thailand) Company Limited ("Disney") 999 6th Floor, Gaysorn Place Office Building Ploenchit Road, Lumpini, Pathumwan Bangkok I 0330, Thailand And VINTAGE IMPORT EXPORT CO., LTD. ('"Licensee") 991104 Soi Anamaingamcharoen, Moo 1, Rama II Road, Bangkhuntien Bangkok 101 50, Thailand EFFECTIVE DATE: July 01 ,2017 Contract Number: 7 l-1787 4 Short Title:71-17874 This schedule is agreed to by Disney and Licensee regarding the Licensed Products and Properties identified below ("Schedule"). Incorporated by reference as though set forth in full are (i) the Attachments and (ii) the Standard Temrs and Conditions dated as of July 01, 2017 (including the Reference Packet). The Schedule, the Attachments and the Standard Terms and Conditions together constitute a license agreement ("License Agreement") betrveen the Parlies. In the event of any conflict betu,een the Schedule and the Standard Terms and Conditions, the terms of the Schedule shall prevail. All capitalized terms are defined in the Standard Terms and Conditions or in the Schedule. For convenience, the Parlies may, but are not required to, refer to the License Agreement by the Short Title referenced above, if any. The Parties agree as follows: A. Term: Begins on the Effective Date above and ends on the last day of the Sales Period below. Sales Period: July 01,2017 - June 30, 2018 Sell-Off Period: Ninety (90) days B. Territory: Thailand C. Properties included in Licensed Material (see "lntellectual Properly Notices and Special Provisions Attachment" to the Schedule): 1. Standard Characters (includes Classic Mickey) 2. Disney Princess 3. Tsum Tsum 4. Winnie The Pooh 5. Lilo & Stitch 6. Disney Junior: Preschool/ Disney Jr Mickey & Friends 7 . Fihns - Disney Pixar: - Cars 3 - Frozen ส ํ าหรั บลูกค้าหรื อตัวแทนจําหน่ ายส ิ นค้าของบริ ษั ทวิ นเทจ อิมปอร์ ต เอ็กซ์ปอร์ ตเท่านั ้ น
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SCHEDULE TO LICENSE, AGREEMENT BETWEE,NThe Walt Disney (Thailand) Company Limited ("Disney")
999 6th Floor, Gaysorn Place Office BuildingPloenchit Road, Lumpini, Pathumwan
Bangkok I 0330, ThailandAnd
VINTAGE IMPORT EXPORT CO., LTD. ('"Licensee")991104 Soi Anamaingamcharoen, Moo 1, Rama II Road, Bangkhuntien
Bangkok 101 50, Thailand
EFFECTIVE DATE: July 01 ,2017
Contract Number: 7 l-1787 4Short Title:71-17874
This schedule is agreed to by Disney and Licensee regarding the Licensed Products andProperties identified below ("Schedule"). Incorporated by reference as though set forth in full are(i) the Attachments and (ii) the Standard Temrs and Conditions dated as of July 01, 2017(including the Reference Packet). The Schedule, the Attachments and the Standard Terms andConditions together constitute a license agreement ("License Agreement") betrveen the Parlies.In the event of any conflict betu,een the Schedule and the Standard Terms and Conditions, theterms of the Schedule shall prevail. All capitalized terms are defined in the Standard Terms andConditions or in the Schedule. For convenience, the Parlies may, but are not required to, refer tothe License Agreement by the Short Title referenced above, if any. The Parties agree as follows:
A. Term: Begins on the Effective Date above and ends on the last day of the Sales Periodbelow.
Sales Period: July 01,2017 - June 30, 2018
Sell-Off Period: Ninety (90) days
B. Territory: Thailand
C. Properties included in Licensed Material (see "lntellectual Properly Notices andSpecial Provisions Attachment" to the Schedule):
1. Standard Characters (includes Classic Mickey)2. Disney Princess3. Tsum Tsum4. Winnie The Pooh5. Lilo & Stitch6. Disney Junior:
Preschool/ Disney Jr Mickey & Friends7 . Fihns - Disney Pixar:
bags which are in function of thepackaging for sell in set/packwith Raingear and these bags are
come in the same/coordinatedesign with the raingear.
Othor Accessories Umbrellas
E. Authorized Customers and Distribution Channels:
1. For Licensee's wholesale sales: Licensee is authorized to sell Licensed Products
only to Authorized Customers within the following Distribution Channels in the Territoryfor resale to the public in the Territory:
(l) Value discount stores(2) Off-price specialty stores
(3) Mass market stores(4) Mid-tier stores(5) Department stores(6) High-end depafiment stores
(7) Specialty stores(8) Convenience stores(9) Supermarkets( 10) Drug store chains(l l) Etailers/Catalogs, subject to Disney's prior rvritten approval(.12) Wholesalers for resale to Authorized Customers within the foregoing
Distribution Channels
Licensee is prohibited from selling Licensed Products_to unauthorized Retailers,Etailers/Catalogs, Wholesalers or Third-Par1y Distributors. If there is a question as to
whether a partlcular customer falls within any of the Distribution Channels specifiedabove. Disnel"s detennination shall be binding.
2. For Consumer Sales Transaction: Not Authorized.
Contract Samples: Three (3) of each SKU of each Licensed Product.
Annual Samples: Upon Disney's request, the same number as set forth aboveunder "Contract Samples".
3. Licensee shall send such Contract Samples and Annual Samples, accompanied foridentification purposes by a physical copy of the OPA submission document for suchContract Sample or Annual Sample, to the Disney Consumer Products address as
designated by Disney for receiving Contract Samples and Annual Samples which, as ofthe Effective Date is:
The Walt Disney (Thailand) Company Limited ("Disney")999 6th Floor, Gaysom Place Office BuildingPloenchit Road, Lumpini, PathumwanBangkok I 0330, Thailand
Kate Chaengjenkit
Disney may modify the designated address for receiving Contract Samples andAnnual Samples from time to time. Disney may provide notice of any such modificationthrough the DCP Website.
Notices:
If to Licensee:
VINTAGE IMPORT EXPORT CO., LTD.991104 Soi Anamaingamcharoen, Moo l, Rama II Road, BangkhuntienBangkok 1 0 1 50, Thailand
If to Disney:
To the address shown on the first page of this Schedule
dcp.legalnotices @disney. com
With a copy to:
The Walt Disney Company (Southeast Asia) Pte Limited1 Fusionopolis View, #05-01 SandcrawlerSingapore 138577Attn: Corporate Legal
INTELLECTUAL PROPERTY NOTICES AND SPECIAL PROVISIONS ATTACHMENT
Licensee agrees to comply with the most current Style Guide for all Properties posted ondisneyconsumerproducts.com or as otherwise provided by Disney.
DISNEY PRINCESSCharacters from the DISNEY PRINCESS franchise and the underlying films (i.e., Aladdin, Beauty andthe Beast, Brave, Cinderella, The Little Mermaid, Mulan, Pocahontas, The Princess and the Frog,Sleeping Beauty, Snow White and the Seven Dwarfs and Tangled), but only such characters anddepictions of such characters, and accompanying artwork, designs, and/or other elements, as may bedesignated by Disney in a style guide(s) or otherwise.
Intellectual property notice : O Disney
FROZENCharacters from the animated motion picture FROZEN, but only such characters and depictions of suchcharacters, and accompanying artwork, designs and/or other elements, as may be designated by Disney ina style guide(s) or otherwise.
Intellectual property notice : O Disney
LILO & STITCHCharacters frorn the anirr,ated rnotion picture DISNEY LILO & STITCH, but only such characters anddepictions of such characters, and accornpan,ving artwork, designs, and/or other elements, as may bedesignated by Disney in a style guide(s) or otheru'ise.
1. Intellectual Property notice: O Disney
2. Special Provisions:
(a) In addition to the infonnation requested pursuant to the Online ProvisionsReference Packet, Section II.E, Licensee must separately report sales of Licensed Products usingthe character "Stitch" when such character is associated with the narne, likeness or clothing ofEh,is Presley.
(b) If Licensed Products contain intellectual propefty relating to Elvis Presley,including the narne and likeness of Elvis Presley (and any sobriquets used by Elvis Presley, suchas "The King" when used in conjunctiorr with the likeness of Elvis Presley), the name"Graceland" and anl depictions thereof, then the following must appear on all packaging: (A) the
registered trademark symbol @ after the word "Elvis" (e.g.. "Stitch as E,lvis@"): and (B) thefollor,ving intellectr-ral propefiy notice: "Elvis@ Reg. U.S. Pat. & TM Off. The likeness of Elvisis owned by EPE and used by permission."
WINNIE THE POOHil*t"or'o-tn"umNIETHEPooHbrand(i.e.,wINNIETHEPooH,PIGLET,RABBIT,EEYORE, TIGGER, OWL, GOPHER, KANGA and ROO), but only such characters and depictions ofsuch characters, and accompanying designs, artwork and other elements, as may be designated by Disneyin a Style Guide(s) or otherwise.
(a) Copyright notice: @ Disney
(b) Special Provisions:
For Products using the WINNIE THE POOH Property, without limiting provisions of Paragraph
7.2 of the Agreement, Licensee agrees to include where reasonablypracticable on the Products,
or the packaging for the Products, or the hang tags for the Products (if applicable), the followinglanguage: Based on the "Winnie The Pooh" works by A.A. Milne and E.H. Shepard.
CARS 3Characters from the animated motion picture tentatively entitled CARS 3, but only such characters and
depictions of such characters, and accompanying artwork, designs and/or other elements, as may be
designated by Disney in a Style Guide(s) or otherwise.
(a) Intellectual property notice:
(b) Special provisions:
O DisneyiPixar
Licensee and Disney recognize that the Properly is presently under development, and
certain special provisions may need to be added to this Schedule, and/or cefiain provisions hereofmay need to be revised, based on the specific terms and conditions as may be applicable to the
Property when determined. Said provisions will not change any of the business tetms set forth on
this Schedule. Licensee and Disney hereby agree to the addition of such special provisions to this
Schedule, to be automatically incorporated herein by written notice from Disney to Licensee.