July 7, 2015 Kimsaprincess Inc. c/o Todd Wilson Endeavor Group, LLC 6800 N. Hillside Drive Paradise Valley, AZ 85253 Dear Todd: This letter will confirm the agreement between Kimsaprincess Inc. ("Lender") f/s/o Kim Kardashian West ("Talent"} and Duchesnay USA, Inc. ("Company"} for Talent's services to Company on behalf of Company's product Diclegis ("Product") on the following terms and conditions: 1. Services: Lender shall cause Talent o provide the following services (the "Services'): (a) Talent to make one (1) individual post on her personal lnstagram account at a mutually agreed upon date and time in July 20 15. lnstagram post to include. but not be limited to the following (i) an image of the Product close enough for full name Diclegis (doxylamine succ inate and pyridoxine hydrochloride) to be clearly legible; (ii) Talent's face or hand also visible in the image ; (iii) a link to Product-related website, which will be followed by a link to the Product's Important Safety Information ; and (Iv) a Product-related hashtag to be determined by the Company. Such post {including related image , photo , link and t\ashtag} shalf be pre-approved by Company before being posted . Talent agrees to also push such lnstagram post ta her personal Twitter and Facebook accounts at the agreed upon date and li me, and will not post additional content within one hour of the Company post on lnstag ram. T, 1ruer and Facebook (b) All posts must comply with all relevant laws, regulations and rules, including, by way of example , th e Fede ral Trade Commission (FTC} guide lines concerning lhe use of endorsements and testim'.' nials In advertising (as prov ided by Company in Exhibit A) http://www.ecfr.gov/cqi-bin/textidx?SID- flc ade67fc8a0e52fl30 e79557760ff0&node<:16:1.0.1.2.22&rq n=div5, and the U.S. Food and Drug Administration (FDA) reg ufalory requirements for post-marketing promotional and advertising claims and submissions http ://www .accessda1a.fda .gov/scrlp1s/cdrh/cfdocs/clCFR/ CFASe.arch.cfm?fr=202.1. In the event the FDA, or olher regulatory body, requires Talent to re-post their social media post due to regulatory corrective ad requirements , Talent agrees to re-post withou t any additional compensa tion across all previously used social media platforms, which must be done within a timeframe acceptab le to satisfy regulatory requirements . (c) Talent grants permissio n for lnstagram and Twitter to "whitelist" her accounts, meaning when Talent posts about the Product, Company can re-posVinteract with Talent and promote via paid media (d) media channe ls During 1he Term, Talent shall keep the above mentioned social media post on her personal social 2. Useof Nameand Likeness: During the Term, and in the Territory, Company shall have the right to use Ta lent's approved name and likeness in one press release. 3. Term: The Te rm of this Agreement shall commence upon execution of the Agreement and shalt continue for a period of six (6) months ('T erm"). 4. Territory: North Ame rica, including Canada, the United States, their territories, possess ions and commonwealths including Puerto Rico (with the exception of the Internet, which shall be deemed Wor ldwide during the Ten-n). 5. Compensation: In consideration of the Services performed by Talent and the rights granted herein, Company shall pay Lender the sum of five hundred thousand US Dollars ($500,000}, which will be paid within five (5) days upon execution of this Agreemen t and prior to Talent's post. 6. Exclusivity: During the Term and within the Territory , neither Lender nor Talent will (i) authorize or perm it the use of Talent's Ukeness ;(ii) render any services in connection with any radio or television commercial or other advertising; or {iii) participate in any other activity for the purpose of advertising, publicizing or promoting for any product or service in the morning sickness category . 7. Termination: Company will have the right to terminate this Agreement if Lender or Talent breaches any provision of this Agreement , which breach Lender or Talent fails lo cure within two (2) days after Lender's receipt of Company 's notice of such breach . Lender will have the right to terminate this Agreement if Company breaches any provision of this Agreement, which Company fails to cure wit hin two (2) days after Company's receipt of Lender's notice of suc h breach. 8. Representations and Warranties: Lender agrees and represents that (i) ii has the legal right to enter into this Agreement and grant the rights herein granted and shall cause Talent to provide the Services and rights required herein and to otherwise conform to the requirements of this Agreement and it shall cause Talent to execute the Inducemen t Commitment, auached hereto as Exhibit B; (ii) it and/or Talent has not and shall not become a party to any agreement which conflicts with the rights granted to Company herein; (iii) Talent is an appropriate on-label user of Product and Talent continues to be an active user of Product while symptoms pers ist; (iv) Talent will only make statements about product which are approved in advance by Company and Talent will refrain from making any negat ive statements about Company or any ot its products or ot herwise disparage Company or its products in any manner; (v) Talent shall not deviate from the approved messag ing; (vi) that any statement made by Talent in connection with Product are a true reflection of Talent's experience , beliefs or opin ions ; (vii) Talent will execute any additional documents reasonably required by Company regarding such warranty and representation; and (viii) Talent shall comply with all applicable laws and the terms and conditions contained in Exhibit A. Each of Lender and Talent acknowledges that any failure to make disclosures or deviate from Company's approved messaging will be considered in violation of this Agreement and shall allow Company to immediately terminate the Agreement without any further obligation to ender or Talent. 9. Indemnification/Insurance: (a} Company agrees lo defend, indemnify and hold harmless Lender , Talent, and its/he r affiliates , officers, directors, employees , agents and licensees from and against any and all third party claims, damages, liabilities, costs and expenses (including, without limitat ion, court costs and reasonable attorneys ' fees) whether a suit is instituted or not, and if instituted whether at trial or appellate level , arising out of or in connection with: (i) the production , distribution , or other use by Company of the materials pursuant to this Agreement, including claims of false advertising, {ii) a breach by Company of any warranty, representation, covenant, promise or undertaking made by Company hereunder, {iii} any Product liability claims (including but not limited to personal injury}, {iv) any acts or omissions by the Company, and/or (v) this Agreemen t. Company's obligat ions set forth above are in addition to any other liability it may otherwise have hereunder and shall be independent of its obligations under any other provision of this Agreement. (b) Lender agrees to defend, indemnify and hold harmless Company, and its affiliates, officers , directors, employees, agents and licensees from and against any and all third party claims, damages, liabilities, costs and expenses (including, without limitation, court costs and reasonable attorneys ' fees) whether a suit is instituted or not, and if instituted whether at trial or appe llate level, arising out of or in connection with: (i) a breach by Lender or Talent of any warranty, repre sentation, covenant. promise or undertak ing made by Lender or Talent hereunder. Talent's obligations set forth above are in addition to any other liability she may otherwise have hereunder and shall be independent of its/obligations under any other provision of this Agreement. (c) The indemnity provisions of this section shall survive the te rmination of this Agreement. (d) Company shall obtain and continuously maintain during the Term and so long as the materials are being utilized or disseminated, at its own expense, general commercial liability insurance, including product liability and advertising injury from a recognized insurance company (to be reasonably approved by Talent ), providing adequate protection with a lim it of liability (in addition to costs of defense) of not less than Two Million Dollars and No/100 ($2 ,000,000.00) per occurrence and Four Million Dollars and No/100 {$4,000,000.00) in the aggregate, insuring, without limitation , against any claims. suits, losses or damages arising out of Company's breach of any warranty , representation or covenant under this Agreement including, without limitation, actions for breach of warranty, negligence, product liability a d s rlct liability in tort, in addition to costs of defense , which will be covered by such policy. All policies shall be occurrence based and Company shall maintain such coverage for three years after the Term . Lender and Talent shall be named as additiona l insured and shall be Immediately informed in writing of any changes in the foregoing insurance policy. A certificate of insurance evide ncing such coverage shall be furnished to Talent upon the full execu tion of this Agreement. (e) IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER FOR SPECIAL , INCIDENTAL , PUNITIVE, EXEMPLARY, MULT IP E, CONSEQUENT IAL OR OTHER INDIRECT DAMAGES INCLUDING , BUT NOT LIMITED TO, THE LOSS OF OPPORTUN ITY, LOSS OF USE OR LOSS OF REVENUE OR PROFITS ARISING OlJT OF, OR IN CONNECTION WITH THIS AGREEMENT. 10. Other : Neither Lender nor Talent will have right to use any of Company's trademarks, logos , or other intellectual property rights other than what Company approved for use in the Posts. Each of Lender and Talent agrees that Company will have no obligations which are not specified in this letter . Company shall not be responsible for third party uses of the Posts after the Term of this ag reement ends . Nothing here in shall be deemed to obligate Company to use the Services or exercise any of the rights and privileges herein granted . This Agreement constit utes the sole agreement between he parties, may be amended only by written, mutual consent of the parties, and will be interpre ted solely In accordance with the laws of the State of New York wiihou t regard to its conflict of laws provisions. 2 Please sign below 10 indicate your agreement to the terms above. Sincerely, Duchesnay, Inc. Accepted and Agreed : Kimsaprincess Inc. Date : _ ___ _ _ __ __ __ _ 3 Exhibit A d"l~INALPOST ;• .,. . a ~:~ •,t!OW"'r ::;:~ •~~~ .~-;,A.~t:1~•!~-~ ~ ~:;-:: f:~•:>IV~«~ .... ,,. O~ J~\ OMG, Have you heard aboutthls? 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