ACCEPTANCE BY ​AKIRA​ IS LIMITED TO THE TERMS OF THE PURCHASE ORDER ISSUED BY ​AKIRA​ AND THESE TERMS AND CONDITIONS. ​AKIRA​ HEREBY OBJECTS TO ANY DIFFERENT OR ADDITIONAL TERMS IN VENDOR’S ACCEPTANCE OR ANY OTHER DOCUMENT OR FORM TRANSMITTED ON BEHALF OF VENDOR. AKIRA‘s objection to different or additional terms shall not be waived by acceptance of any merchandise or by payment of any invoice. Any exception to this Agreement must be approved in writing by AKIRA prior to shipping.

Disclaimer. The information contained in the Agreement does not constitute legal advice or as a legal guide to your situation or to any law, statute, or dealings with public authorities. Please refer any questions you may have about compliance with and/or violations of laws, citations by public authorities, court appearances, legal responsibilities, criminal or civil defenses, etc., to your attorney. AKIRA is not responsible for: (1) your reliance on any information contained in or omitted from the Agreement; (2) your reliance on the accuracy of such information, including whether or not the information is correct, current or complete, and/or; (3) the consequences of any action you or any other person takes or fails to take, whether or not based on information provided by or as a result of the use of the Agreement.

1. Purchase Orders. All orders are void unless given in writing on AKIRA’s Purchase Order form. Vendor may ship only against a written Purchase Order (hereinafter referred to as a “PO”) form. A PO shall be considered an acceptance of an offer to sell by the Vendor. Shipment in response to a PO shall be considered acceptance of the PO and confirmation of Vendor’s agreement to be bound by these Terms. Every PO issued by AKIRA following the effective date of these Terms shall be governed by and be deemed to include the provisions of these Terms. 2. Passing of Title: [FOB Destination, freight collected]. Title to goods shall transfer from Vendor to Buyer upon receipt and acceptance of goods by Buyer at the AKIRA Distribution warehouse, located at 200 N Fairfield Ave, Chicago, IL 60612. AKIRA will not be liable for merchandise in transit until it arrives at the AKIRA Distribution warehouse. 3. Timely Shipping. AKIRA maintains that the shipping window as specified on the PO by the “Start Ship” and “Ship By” dates are of the essence. AKIRA reserves the right to cancel any order not delivered to the AKIRA Distribution Warehouse by the designated “Ship By” date. In such instances, AKIRA may cancel all or part of the PO without cost or further obligation. Vendor must notify AKIRA ten (10) business days prior to the “Start Ship” date if any part of the order will not be delivered to AKIRA within the shipping window specified on the PO. AKIRA reserves the right to extend or cancel all or any part of the order upon its discretion. 4. Vendor Representations and Warranties. Vendor represents and warrants and covenants and agrees that (1) Vendor shall, at all times and at its own expense, comply with all federal, state, and local laws, ordinances, rules, codes and regulations applicable to the manufacturing, production, distribution, marketing, promotion, advertising and sale of all merchandise purchased by AKIRA from Vendor, and (2) the merchandise shipped under any purchase order is fit and safe for the use for which it was manufactured, and that said merchandise or the resale thereof by AKIRA does not and will not violate any laws, regulations, orders or ordinances of the country of origin or of the United States or any state, agency, or other governing body. Vendor covenants and agrees that it shall obtain all necessary approvals and/or licenses from any third-party, including governmental agencies or regulators, if any, for the sale of merchandise to AKIRA. Vendor further warrants and covenants and agrees that the merchandise shipped under any P.O., including packaging and labeling, was produced in strict compliance with all applicable laws, regulations, orders and ordinances of the country of origin and of the United States and any state and any agency, including without limitation: (1) any applicable environmental and hazardous substance laws and regulations including without limitation (a) federal, state and local laws and regulations regarding the manufacturing, shipping, selling, or offering for sale of jewelry, (b) federal, state and local laws and regulations regarding hazardous materials, as defined by applicable United States federal, state and local laws and regulations, including but not limited to those relating to the packaging, labeling and distribution of merchandise that contains hazardous materials, and (c) federal, state and local laws and regulations regarding lead, cadmium, and other heavy metals in jewelry or other merchandise; and (2) all applicable requirements of the United States Department of Labor and the National Labor Relations Act and all other federal state and local wage and hour and wage payment laws and all applicable regulations and orders issued under any of the foregoing. Vendor warrants and covenants and agrees that all merchandise is and shall be accurately labeled in accordance and compliance with all applicable federal, state, and local laws, regulations, orders and ordinances, including but in no way limited to any applicable rules of the Federal Trade Commission and the Consumer Products Safety Commission. Vendor hereby covenants and agrees that all merchandise sold or to be sold to AKIRA is and will be free of any claim by any third-party that such merchandise in any way infringes on any third-party’s intellectual property or other proprietary rights including without limitation any copyright, utility or design, patent, trademark, service mark, trade dress, trade name, and/or trade secret. Vendor hereby represents and warrants that as of the date of the first PO issued to it by AKIRA, Vendor is not involved in any patent, trademark or copyright infringement dispute of any nature whatsoever, and Vendor hereby covenants and agrees that it shall immediately notify AKIRA by written notice of any intellectual property dispute of any nature whatsoever which involves or is in any way related to any merchandise sold to AKIRA and/or may materially and adversely impact AKIRA. Vendor hereby assigns to AKIRA all assignable warranty rights with respect to the merchandise under each PO, including without limitation all rights of Vendor under warranties of any manufacturer of any of the merchandise or any part or component thereof. Vendor agrees that all merchandise shipped under any purchase order may be advertised and sold by AKIRA (or any of AKIRA‘s affiliates) as AKIRA may determine in its sole discretion, including but not limited to at any retail facilities or ecommerce site of AKIRA. In addition to, and in no way limiting any of the other obligations herein, AKIRA requires the following: a. Compliance with California Proposition 65. Subject to the additional requirements in the following paragraph, we require each Vendor and Vendor covenants and agrees, regardless of size or location, to be fully aware of and compliant with the requirements of California Proposition 65, and lead-limits stated below, and to provide “clear and reasonable” warnings on products that exceed the exposure limit for any listed chemical, including but not limited to the lead-limits listed below, present in the product. To the extent possible, we ask all Vendors to substitute any listed chemical with a non-toxic chemical. Further information regarding California Proposition 65 may be obtained online by visiting: http://www.oehha.org/prop65.html. With regard to merchandise consisting of wallets, handbags, purses, clutches and/or footwear that we order from a Vendor which is labeled with any of our proprietary marks (i.e., our private label products) we require that all such merchandise meet the following lead content requirements and any such merchandise may not exceed these lead-limits: i. Paint or other Surface Coatings on Accessible Components: 90 parts per million (“ppm”); ii. Leather (including composited leather) Accessible Components: 300 ppm; iii. Polyvinyl chloride (“PVC”) Accessible Components: 200 ppm; iv. All other Accessible Components other than cubic zirconia (sometimes called cubic zirconia, CZ), crystal, glass or rhinestones: 300 ppm. The following terms as used herein are defined below: “Accessible Component” means a component of a private label product that could be touched by a person during normal or reasonably foreseeable use. “Paint or other Surface Coatings” has the meaning defined in 16 C.F.R. § 1303.2(b) 2, as amended from time to time. b. Jewelry. California has enacted laws that restrict the lead and cadmium content in jewelry. These laws together comprise California’s Metal-Containing Jewelry law. This law prohibits persons from manufacturing, shipping, selling, or offering for sale jewelry for retail sale, or for promotional purposes, in California unless the lead and cadmium restrictions are met. With respect to jewelry, we require all Vendors, regardless of location, to be compliant with California Proposition 65 and California Health and the Metal-Containing Jewelry Law. Further information regarding the Lead in Jewelry Law may be obtained online by visiting: http://www.dtsc.ca.gov/leadinjewelry.cfm. c. Action to eliminate slavery and human trafficking from supply chains. The State of California has challenged companies doing business in California to join in its effort to identify and eliminate slavery and human trafficking in supply chains. In support of this effort, AKIRA has initiated the following steps and we are asking all Vendors to comply with the following requirements: i. You must identify to us and provide us any details regarding your supply chains that may indicate a risk of slavery or egregious labor practices. ii. You agree to and we may at our sole discretion seek from you additional explanation if any serious concerns come to our attention regarding a risk of slavery or egregious labor practices. iii. You are required to certify to us as we place each order and you hereby certify to us by signing below that to the best of your knowledge all the materials incorporated into the merchandise comply with all applicable laws regarding slavery or egregious labor practices in the country or countries in which those suppliers are doing business. d. Conflict Minerals. Vendor hereby agrees that Vendor will not knowingly procure minerals specified as “conflict minerals” from a location which is situated in the eastern portion of the Democratic Republic of Congo and surrounding countries. Vendor represents and warrants that it is in full compliance with conflict minerals laws, including, without limitation, Section 1502 of the DoddFrank Wall Street Reform and Consumer Protection Act of 2010 as it may be amended from time to time and any regulations, rules, decisions or orders relating thereto adopted by the Securities and Exchange Commission or successor governmental agency responsible for adopting regulations relating thereto. In addition to AKIRA ‘s other rights under this Agreement, any and all merchandise furnished under any PO may be rejected and/or returned to Vendor at Vendor's sole cost and expense at any time if found to be not in full compliance with all of the terms, conditions, requirements, and standards set forth in this Agreement. 5. Logos and Trademarks. Vendor agrees that it shall not use any trademark, logo, trade name, or other proprietary mark (collectively, the “proprietary marks”) owned, controlled or licensed by AKIRA or any of its affiliates, or used by AKIRA or its affiliates in connection with any products, lines, departments or other goods or services of AKIRA or is affiliates except in connection with merchandise shipped to AKIRA in accordance with a PO approved by AKIRA. Vendor agrees that all proprietary marks of AKIRA belong to AKIRA and that Vendor shall make no claim of right to use or of ownership nor will Vendor attempt to register any such proprietary mark. Vendor agrees that merchandise rejected or returned for any reason pursuant to this Agreement and/or the terms of any PO, whether or not such rejection is disputed by Vendor, will not be resold or otherwise distributed by Vendor unless all labels, tags, logos, monograms and other items or characteristics identifying AKIRA and/or any proprietary mark or intellectual property of AKIRA have been first removed. 6. Confidentiality and Nondisclosure. Vendor acknowledges that it may be provided access to and use of AKIRA‘s proprietary, confidential and trade secret information, and that the written, verbally presented, visually viewed, printed, graphic, or electronically recorded materials are AKIRA confidential and proprietary information and the property of AKIRA (“Proprietary Information”). Proprietary Information also includes, but is not limited to, customer and potential customer lists, marketing strategies, information concerning AKIRA employees, agents or divisions, pricing information, and any confidential information or know-how of AKIRA, whether or not it is in written or permanent form. Vendor shall maintain in confidence and shall not, directly or indirectly, disclose or use, either during or after the term of this Agreement, any Proprietary Information. The covenants of confidentiality set forth herein shall apply to all Proprietary Information disclosed to Vendor, provided, however that the restrictions contained in this section shall not apply to any information that is: (i) generally known, or becomes generally known, to the public through no wrongful or negligent act of Vendor; (ii) has been independently developed by Vendor without use, directly or indirectly, of AKIRA ‘s Proprietary Information; (iii) is rightfully received by Vendor from a third party without restriction and without breach of this Agreement or any other agreement; or (iv) is required to be disclosed by operation of law, provided, however, Vendor must first give written notice of such required disclosure to AKIRA , make a reasonable effort to obtain a protective order requiring that the Proprietary Information so disclosed be used only for the purposes for which disclosure is required, take reasonable steps to allow AKIRA to seek to protect the confidentiality of the Proprietary Information required to be disclosed, and disclose only that part of the Proprietary Information, which in the opinion of its legal counsel, it is required to disclose. The Proprietary Information does not purport to be all-inclusive or to contain all of the information that a Vendor or a business entity may desire or require. AKIRA does not make any representation or warranty, express or implied, as to the accuracy or completeness of the Proprietary Information, and no liability of any kind whatsoever is assumed by AKIRA with respect thereto. Vendor shall retain no copies in any form of any Proprietary Information and will return all Proprietary Information upon request of AKIRA or its representative. Vendor further agrees that AKIRA is not granting any license, right, title or interest in and/or to any materials or disclosures that AKIRA may provide to Vendor. 7. Independent Contractor Status​. Under no circumstances shall Vendor be deemed AKIRA‘s employer, partner, agent, or principal and Vendor hereby specifically acknowledges and agrees that AKIRAis not Vendor’s employer, partner, agent, or principal for any purpose whatsoever and that Vendor is not authorized to act as an agent or employee of AKIRA. Vendor shall not be and Vendor hereby acknowledges that Vendor is not entitled to any benefits accorded to AKIRA employees. Vendor shall pay, when and as due, any and all taxes incurred as a result of Vendor’s compensation, including without limitation any and all federal income taxes, territorial taxes, estimated taxes, or taxes imposed upon revenue or income by any governmental entity having taxing authority with respect to Vendor. Vendor may represent, perform services for, or be employed by any additional persons, or companies provided such other services will not interfere with Vendor’s full performance under any PO. Any employees, associates or third parties hired by Vendor for the performance of the Services shall be bound by the terms of this Agreement, and Vendor shall be responsible for such third party’s performance. 8. Conflict of Interest. Vendor covenants and agrees that it shall immediately notify AKIRA by written notice of any or all potential conflict of interest that might affect, or might reasonably appear likely to affect, the judgment or conduct of any of the following “AKIRA Related Parties”: a. Any director (or nominee for director) or any executive officer (as that term is defined by the Securities and Exchange Commission) of AKIRA, b. Any officer of AKIRA at or above the rank of Senior Vice President, or c. Any Immediate Family of the individuals identified in items (i) and (ii) [“Immediate Family” of a person includes any child, stepchild, parent, stepparent, spouse, sibling, niece, nephew, aunt, uncle, in-law, and any person (other than a tenant or employee) sharing the household of such a person.] A conflict of interest includes but is not limited to any Material Financial Relationship between Vendor or any of Vendor’s owner’s, officers, directors, or employees, or Immediate Family of the same and any AKIRA ® Related Parties. [A “Material Financial Relationship” includes but is not limited to any financial transaction, arrangement, interest, or relationship (including any indebtedness or guarantee of indebtedness) involving an amount greater than$120,000.] Provided the aforementioned written notice is not received by AKIRA, Vendor hereby represents and warrants that no conflict of interest exists. 9. Indemnification. Vendor hereby agrees to indemnify, defend and hold harmless AKIRA, and AKIRA‘s parent, subsidiaries, affiliated entities, officers, employees, managers, and members, past, present and future (“Indemnified Parties”), from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, awards and deficiencies, including, without limitation, interest, penalties, and attorney fees and costs, and expert witness fees, that the Indemnified Parties incur or may incur or suffer and that arise out of or are relate to (1) merchandise provided to AKIRA under any PO, including AKIRA ‘s purchase, use, shipment, storage, delivery, sale, offering for sale, or other handling of such merchandise, and/or (2) Vendor’s breach or alleged breach of any of the obligations, representations, warranties, guarantees and/or other terms and conditions under this Agreement, including but not limited to any actual or alleged violation or infringement of any patents, copyrights, trademarks, trade secrets or other proprietary rights of any third party arising from or in connection with the merchandise provided by Vendor to AKIRA. Vendor’s duty to defend the Indemnified Parties shall arise immediately upon demand for a defense by any of the Indemnified Parties and shall not be dependent upon a finding of any fault by Vendor. Any legal counsel used by the Vendor as part of its duty to defend must either be chosen, or approved in writing, by AKIRA. Vendor shall not take any action, including entering into any settlement or compromise, regarding any claim that imposes any obligations or restrictions on AKIRA without AKIRA‘s prior written consent. Vendor agrees to secure and maintain in place adequate insurance coverage to fulfill its indemnity obligations hereunder. In addition to the foregoing, if any of the merchandise purchased or any part thereof is alleged or held to infringe any intellectual property right and/or any proprietary right of a third-party, Vendor, at its sole cost and expense, will either (i) procure for AKIRA, its successors, assigns, and customers the right to continue using such merchandise, (ii) replace the merchandise with non-infringing items, or (iii) at AKIRA‘s option and in AKIRA‘s sole discretion, refund the entire purchase price for the total cost of the merchandise and pay all related expenses, including attorneys’ fees, by sending a certified check to AKIRA‘s Legal Department. Vendor shall procure and maintain adequate products liability insurance and shall furnish to AKIRA certificates in connection therewith. Vendor acknowledges and agrees that all covenants, representations and warranties of Vendor hereunder, and all express and implied warranties with respect to merchandise provided by any PO issued by AKIRA, are also for the benefit of and extend to any affiliates of AKIRA. The rights and remedies herein expressly provided to AKIRA shall be in addition to any other rights and remedies given by law or in equity, including without limitation, injunctive relief and the right of AKIRA to recover all incidental, special and consequential and punitive damages. All warranties, representations, guaranties 10. Assignment. Vendor shall not assign or transfer any purchase order, or any interest therein, without the prior written consent of AKIRA, and any attempted assignment made without such consent shall be null and void. Each PO is enforceable by AKIRA directly against Vendor, regardless of whether the PO was submitted directly to AKIRA by Vendor or submitted by another party on behalf of Vendor. 11. Governing Law and Notice. Any claim, dispute or other matter in question relating to this Agreement shall be governed by the laws of the State of Illinois, and the sole and exclusive venue shall be Cook County, Chicago, Illinois. Any and all notices to AKIRA under this Agreement must be in writing, and if any such notice involves a dispute of any nature then Vendor shall deliver a copy of any such notice nationally recognized overnight courier to AKIRA‘s Legal Department. No claim, action, or demand may be brought by Vendor more than one year after the cause of action has accrued. 12. Severability, Headings and Waiver. If any provision of this Agreement is found to be invalid or unenforceable, such provision shall not affect the validity or enforceability of any remaining provisions of this Agreement and the court shall, so far as possible, construe the invalid portion to implement the original intent hereof. The paragraph headings in this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. If AKIRA waives a breach of any of the provisions of this Agreement, that waiver shall neither operate nor be construed as a waiver of any subsequent breach of any provision hereof. Acceptance of this Agreement. Acceptance of this Agreement or acceptance of the PO, or performance of work in connection therewith, or shipment of merchandise to AKIRA you will be deemed to have agreed to, and accepted, all of the terms of this Agreement which shall be binding as legal obligation. This Agreement may be modified by AKIRA at any time. Such modifications will be communicated through email and shall be binding upon Vendor from the date of such communication. This Agreement sets forth the entire agreement between the parties hereto and fully supersedes any and all prior agreements or understandings between the parties hereto. Vendor acknowledges and agrees that AKIRA is specifically relying on the agreements, representations, warranties and waivers contained herein and that such agreements, representations warranties and waivers constitute a material inducement to AKIRA to enter into the business transactions contemplated herein.