Agreement on the supply of goods and services:

MPM Strategic Group Suppliers and Contractors are aware that they have been selected, not only based on technical and commercial criteria, but also because they shares the ethical values stated below, which the parties undertake to apply.

1. . Purpose and acceptance. This agreement governs the Purchase Orders sent by MPMStrategic Group, Inc. ("MPM STRATEGIC GROUP, INC. "), following the negotiations with the SUPPLIER (the “Agreement”). The Agreement summarizes the provisions applicable to the supply of (i) Goods (products, industrial components, equipment, advertising material, etc.) and (ii) Services (including transfers of Intellectual Property rights or image rights) described in the PurchaseOrders (the "Order"). SUPPLIER’s execution of an Order constitutes acceptance by SUPPLIER of each and all of the terms and conditions provided herein regardless of whether SUPPLIER signs this Agreement. This Agreement constitutes the entire agreement between MPM STRATEGIC GROUP, INC.  and SUPPLIER, and no modification thereof shall be effective unless in writing signed by both parties.  Notwithstanding the above, in the event the parties execute a Master Services Agreement (“MSA”) governing the purchase of Goods and/or Services by MPM STRATEGIC GROUP, INC.  from SUPPLIER, those portions of the MSA that conflict with this Agreement shall control.

‍2. Quantities. The quantities ordered shall be stated in the Order. However, if the Orders are placed through supply forecasts, the quantities stated in the months that are considered as firm, in accordance with the logistics agreements concluded with the SUPPLIER, shall be purchase commitments.

‍3. Prices and terms of payment. Prices include shipping costs to the destination agreed with the SUPPLIER in the Order.They are firm and without foreign currency indexation. Invoices must be addressed to the accounting department of MPM STRATEGIC GROUP, INC.  and must state: (i) the Order number, (ii) a description of the Services or Goods and (iii) the Delivery slip number.Payment of invoices shall be made by electronic funds transfer within a period of 30 days for domestic and net 60 day for foreign. Invoice is to be sent to MPM Strategic Group, Inc.  accounting or 3rd party host as indicated on the PO and invoices not containing an approved PO reference will be returned without processing or payment.In order to avoid fraud, MPM STRATEGIC GROUP, INC.  reserves the right to request documents fro m he SUPPLIER proving that it is the holder of the bank account.

‍4. Time frames. Time is of the essence. The times frames for delivering Goods or performingServices are mandatory and form an essential part of the Order. They may not be varied without the written prior consent of the Parties. It is understood thatOrders shall only be considered fully executed once they are finalized, i.e.complete and compliant. If a service involves the provision of software or documentary deliverables, the service shall be considered fully executed upon validation in accordance with the terms agreed between the Parties.

‍5. Non-performance of the Order. The SUPPLIER shall provide the Goods or the Services in accordance with the Purchase Order in terms of quantity, quality and delivery times. The Goods or Services shall also comply with the laws of the country in which they are performed or imported by the SUPPLIER. The involvement of the MPM STRATEGIC GROUP, INC.  Quality Department shall not release theSUPPLIER from the performance of its own quality controls or from its obligation to provide compliant Goods or Services. Visible non-compliance maybe established following delivery of the Goods or completion of the Services within a maximum period of 3 months, even if the invoices have already been paid.  The guarantee against hidden defects shall be subject to the applicable laws. MPM STRATEGIC GROUP, INC.  may ask the SUPPLIER to make defective Goods or Services compliant or else cancel the Order. In the latter case, theSUPPLIER shall refund the amounts paid in a timely manner. The defective Goods shall be made available to the SUPPLIER, which shall be in charge of promptly collecting them at its own expense; otherwise, MPM STRATEGIC GROUP, INC.  may dispose of them at the SUPPLIER's expense.In any case, defective or obsolete Goods manufactured under brands belonging toMPM STRATEGIC GROUP, INC.  shall be disposed of in the presence of a representative of MPM STRATEGIC GROUP, INC. .The costs of disposal shall be borne by the SUPPLIER, unless the Parties agree otherwise.

‍6. Packaging and Delivery slip. Packaging of the Goods shall be under the SUPPLIER's responsibility and at its expense. It must allow for transportation, handling and storage under optimum conditions and be adapted to meet any usage requirements agreed with the SUPPLIER. Deliveries must be accompanied by a Delivery slip stating the Order number as well as the references and quantities for each Good delivered.

‍7.Ownership and Risks. This section applies to the provision of Goods, in any form whatsoever (whether they are purchased, made available or included into the Services). Ownership of the Goods shall be transferred upon the delivery thereof, and the provisions relating to retention of title shall not apply to them. Goods made available to the SUPPLIER by MPM STRATEGIC GROUP, INC.  for the purposes of executing the Orders shall remain the exclusive property of MPM STRATEGIC GROUP, INC. . Where such Goods are not intended to be transformed, the SUPPLIER undertakes to return them on first request in good condition except for normal wear and not to keep any reproduction thereof. Unless otherwise specified by the INCOTERM applicable to the Order, the risks shall be transferred following delivery, and any pre-receipt procedures carried out at the SUPPLIER’s premises shall not trigger a transfer of risks toMPM STRATEGIC GROUP,INC. .

‍8. Ethical Compliance. The Parties shall comply with and act in accordance with: (i) any and all applicable laws and other legal obligations including, without limitation, local, state, and federal directives, rules, assessments, regulations, filing requirements, ordinances, statutes, codes, judgments, and civil or common law; and (ii)conventions and treaties to which the United States or any legal subdivision thereof is a party (individually and collectively, “Law” or “Laws”).  Without limiting the generality of the foregoing, the Parties agree that the Goods and Services shall be performed strictly in accordance with all Laws regarding the screening, hiring, and employment of all labor forces used in connection with the Goods and Services, including, but not limited to, those relating to citizenship or legal work status. In addition, the Parties agree to comply with certain fundamental ethical rules.  In particular, in the event it is not already prohibited by Law, the Parties shall refrain from obtaining benefits from third parties by promising or providing compensation that is not consistent with an honest and legitimate business relationship. Furthermore and subject to any stricter Law, theParties shall comply with the fundamental ILO Conventions on the abolition of forced labor, on the elimination of child labor, on equality and on freedom of association. They will not employ children under 16 years of age, except in the event of apprenticeship compliant with the applicable law. The SUPPLIER will have to obtain MPM STRATEGIC GROUP, INC.  consent prior to resort to apprenticeship of children under 16 years of age for the execution of the Orders. The SUPPLIER may resort to prison labor for the purposes of the Order, provided that it has obtained the prior consent of MPM STRATEGIC GROUP, INC. .The SUPPLIER expressly acknowledges that it complies with the corporate and tax obligations relating to its business and shall not use undeclared work. It undertakes to provide MPM STRATEGIC GROUP, INC.  with any document that is required to be provided to clients in accordance with applicable laws. The SUPPLIER acknowledges that in the event of breach of the provisions contained in this section,MPM STRATEGIC GROUP, INC.  may cancel pending Orders and cease all business relations with the SUPPLIER.9. Intellectual Property Rights. Each Party shall refrain from any action that could affect the intellectual property Rights belonging to the other Party. TheSUPPLIER accepts that MPM STRATEGIC GROUP, INC.  may reproduce, represent, adapt and translate the creations made as part of the Orders worldwide and during the duration of the copyright. These rights may be exercised for an unlimited number of copies, on any medium and for any use, including advertising.To the extent necessary, the SUPPLIER shall be responsible for acquiring the rights to use the intellectual property of third parties for the Goods and Services. TheSUPPLIER undertakes to defend, indemnify, and hold harmless MPM STRATEGIC GROUP, INC.  for any third party intellectual property claims relating to the Rights provided to MPM STRATEGIC GROUP, INC. . The price of the Goods and Services includes the remuneration of theIntellectual Property Rights.

‍10. Economic independence. TheSUPPLIER is aware that its economic independence is crucial as it allows it to adapt to an environment as competitive as the cosmetic market, characterized by ongoing launches of new products and regular fluctuations in the level of orders. As a result, the SUPPLIER shall maintain and/or develop business relations with enough clients so that it does not economically depend onL'Oréal, even where the law allows for such dependence. The SUPPLIER undertakes to inform MPM STRATEGIC GROUP, INC.  of any situation of economic dependence towards MPM STRATEGIC GROUP, INC.  and is informed that a high level of dependence shall not limit MPM STRATEGIC GROUP, INC. 's freedom to reduce orders or to terminate the relationship with the SUPPLIER in accordance with the terms of this Agreement or the applicable law. SUPPLIER’s relationship to MPM STRATEGIC GROUP, INC.  is that of any independent contractor without the capacity to bind MPM STRATEGIC GROUP, INC.  in any respect.  Each Party shall remain free regarding its own management decisions and the resources used to implement them. MPM STRATEGIC GROUP, INC.  may request financial information from the SUPPLIER and organize follow-up meetings for the proper monitoring of the relationship, which shall not limit the freedom of each Party regarding its own management.

‍11. Liability. EachParty shall be liable for any direct damage that it may cause to the otherParty, except in the case of a Force Majeure event.

‍12.  Indemnification. Supplier shall hold Purchaser harmless from and against any liability, judgment, damages, loss or expense whatsoever, including, without limitation, reasonable attorneys' fees, arising out of third-party claims for bodily injury and/or property damage arising out of the acts or omissions of Supplier, its employees, agents, servants and/or subcontractors. Supplier's obligations in the foregoing sentence shall extend to all uses of such Items for which the Item is sold bySupplier, to all uses for which the Item is recommended by Supplier toPurchaser, and to all intended uses by Purchaser which are known to Supplier. Supplier shall defend or settle at its own expense any such proceeding brought againstPurchaser provided Supplier is notified promptly of the commencement of such proceeding and is given authority, information and assistance by the Purchaser for the defense or settlement thereof. If Supplier fails to timely defendPurchaser, Purchaser may assume defense of the claim at Supplier's sole cost and expense.

‍13.Insurance. At Supplier’s sole expense, Supplier shall maintain, throughout the entire Term of the Agreement and including the provision of any post termination services or transition services, the following insurance with companies which are licensed to provide the applicable insurance and, with insurance companies with an A.M. Best’s rating of A-VII or better.  The insurance coverage and limits required to be maintained by Supplier shall be primary to insurance coverage or self-insurance maintained by Purchaser.  Supplier’s insurance shall provide coverage for all employees of Supplier and all independent contractors and temporary staff working under the direction of Supplier. (i) Workers' Compensation/Employers Liability insurance with statutoryWorkers’ Compensation limits and $500,000 Employers Liability limit; such insurance shall include a waiver or subrogation in favor of Purchaser where permitted by law; (ii) Commercial General Liability coverage, including, without limitation, Products/Completed Operations, with limits not less than$2,000,000 per occurrence; such coverage shall name Purchaser as an additional insured with respect to the supplies or services purchased hereunder; and (iii)Business Automobile insurance with limits not less than $2 million per occurrence.  The insurance coverage and limits required above may be met by a combination of primary and excess coverage. These are minimum requirements and in no way limit the liability ofSupplier, its employees, agents or subcontractors for their respective acts oromissions. Supplier will furnish a Certificate of Insurance as evidence of theinsurance required in this Insurance Section. In the event that any policyprovided by Supplier in compliance with this Section provides limits greaterthan those stated above then Purchaser shall be entitled to the full limits ofsuch policy and this Agreement shall be deemed to require such full limits.

‍14. Data protection. EachParty shall implement any relevant measure intended to protect the integrityand confidentiality of the data provided by the other Party. Where such data is considered personal data according to the laws governing the processing ofpersonal data, each Party shall comply with the laws that concern them.

‍15. Confidentiality. The information exchanged by the Parties shall be considered confidential, except where it is available in the public domain. The SUPPLIER's confidential information may be shared within the MPM STRATEGIC GROUP, INC..

‍16 Jurisdiction and applicable law. TheParties shall attempt to settle disputes amicably. If no amicable agreement is found, any dispute shall be brought before the Courts of the city where MPM STRATEGIC GROUP, INC. 's registered address is located and the laws of the state of such registered address shall apply.