Exhibit 99.1

 

SUPPLY AND DISTRIBUTION AGREEMENT
(English Translation)

 

This Supply and Distribution Agreement (the “Agreement”) is entered into as of April 3, 2026 (the “Effective Date”), by and between:

 

Play Company Co., Ltd., a company organized under the laws of the Republic of Korea (“Play”); and

 

HYBE Co., Ltd., a company organized under the laws of the Republic of Korea (“HYBE”).

 

Play and HYBE are hereinafter collectively referred to as the “Parties” and individually as a “Party.”

 

1. PURPOSE

 

The purpose of this Agreement is to establish fair trade practices and define the terms governing the supply and distribution of products.

 

2. PRODUCTS

 

“Products” means video publications and printed materials produced by HYBE and distributed by Play, as specifically identified in Appendix 1 – Product Details.

 

3. GRANT OF RIGHTS

 

HYBE grants Play a priority right to purchase and distribute the Products worldwide during the Term.

 

4. DISTRIBUTION

 

Play shall purchase, distribute, and sell the Products at its own cost and risk through online and offline channels, including third-party distribution.

 

5. PURCHASE ORDERS

 

Orders shall be placed via written purchase orders and become binding upon HYBE’s acceptance.

 

 

 

 

6. DELIVERY AND RISK

 

Risk of loss remains with HYBE until delivery to Play. Delivery shall be completed upon inspection and acceptance.

 

7. INSPECTION

 

Play shall inspect Products within ten (10) days of delivery notice. HYBE shall remedy any defects at its own cost.

 

8. PAYMENT TERMS

 

HYBE shall invoice monthly, and Play shall pay all amounts due by the end of the month following receipt.

 

9. TITLE

 

Title to Products transfers to Play only upon full payment.

 

10. LIQUIDATED DAMAGES

 

HYBE shall pay liquidated damages equal to 0.1% per day of the delayed portion of the Product value.

 

11. MARKETING AND PROMOTION

 

Play may use HYBE-provided materials solely for promotion, subject to HYBE’s prior approval. All intellectual property remains with HYBE.

 

12. WARRANTY

 

HYBE warrants the Products for six (6) months following delivery and shall replace defective Products.

 

13. INTELLECTUAL PROPERTY

 

HYBE retains all intellectual property rights and indemnifies Play against third-party infringement claims.

 

14. TERM

 

The term of this Agreement shall be one (1) year from the Effective Date unless extended by mutual agreement.

 

15. CONFIDENTIALITY

 

Each Party shall maintain confidentiality of all non-public information. A penalty of KRW 100,000,000 applies for breach.

 

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16. TERMINATION

 

Either Party may terminate upon insolvency, material breach, or failure to cure within ten (10) business days.

 

17. POST-TERMINATION

 

Upon termination, inventory and payments shall be reconciled depending on the breaching Party.

 

18. DAMAGES

 

Each Party shall indemnify the other for losses arising from breach.

 

19. ASSIGNMENT

 

No assignment without prior written consent.

 

20. FORCE MAJEURE

 

Neither Party shall be liable for failure due to force majeure events.

 

21. GOVERNING LAW

 

This Agreement shall be governed by the laws of the Republic of Korea. The Seoul Central District Court shall have exclusive jurisdiction.

 

22. PRIOR BID TERMS

 

Terms from the winning bid proposal shall form part of this Agreement and prevail over inconsistent purchase order terms.

 

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

 

PLAY COMPANY CO., LTD.  
   
By: /s/ Hyung Seok Cho  
Name: Hyung Seok Chi  
Title: Chief Executive Officer  
   
HYBE CO., LTD.  
   
By: /s/ Jae Sang Lee  
Name: Jae Sang Lee  
Title: Chief Executive Officer  

 

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Appendix 1 – Product Details (English Translation) [Redacted]

 

Release Date   Artist   Product Name
(Working Title)
  Type   Initial
Quantity
  Supply
Ratio
  Distribution
Territory
[***]   SEVENTEEN   [***]   Concert Merchandise   [***]   [***]   Domestic and International
[***]   TOMORROW X TOGETHER   [***]   Concert Merchandise   [***]   [***]   Domestic and International
[***]   SEVENTEEN   [***]   Concert Merchandise   [***]   [***]   Domestic and International
[***]   LE SSERAFIM   [***]   Concert Merchandise   [***]   [***]   Domestic and International
[***]   SEVENTEEN   [***]   Concert Merchandise   [***]   [***]   Domestic and International
[***]   BTS   [***]   Concert Merchandise   [***]   [***]   Domestic and International

 

Notes:

 

Certain commercially sensitive information has been omitted and replaced with [***]. Omitted information is not material and would likely cause competitive harm if publicly disclosed.

 

The term “Concert Merchandise” as listed under the TYPE column in Appendix 1 does not refer to merchandise (MD) sold at concert venues. Rather, it refers to video publications related to concert performances and live recordings (e.g., concert films, live DVDs, and related printed materials).

 

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