Coffee

This Original Chronic Coffee and Tea Company Authorized Reseller Policy (the “Policy”)  applies to all Authorized Resellers (“Resellers”) of Original Chronic Coffee and Tea
Company products (the “Products”) in the United States. The Policy is effective immediately. By purchasing Products from an Authorized Original Chronic Coffee and
Tea Company Distributor for retail sale, you (“Reseller”) agree to adhere to the following terms and conditions.

Manner of Sale
Reseller is authorized to offer Products purchased from an Authorized Original Chronic Coffee and Tea Company Distributor for retail sale in accordance with the terms herein.
Sales in violation of these Terms are strictly prohibited and may result in Original Chronic Coffee and Tea Company’s immediate revocation of Reseller’s status as an
Authorized Reseller, in addition to other remedies. Products sold to unauthorized persons or through unauthorized channels, including unauthorized Internet sites, shall
not be eligible for certain Original Chronic Coffee and Tea Company promotions, services, and/or benefits, including, unless prohibited by law, coverage under any
Original Chronic Coffee and Tea Company Product guarantees.
1.1
Reseller shall sell Products solely to end users of the Products. Reseller shall not sell to anyone a quantity of the Products greater than that generally purchased by an
individual for personal use.
1.2
Reseller shall not shall not sell, ship, invoice, or promote the Products outside the United States without obtaining Original Chronic Coffee and Tea Company’s prior
written consent.
1.3
Reseller shall not sell or transfer any of the Products to any person or entity for re-sale without the prior written consent of Original Chronic Coffee and Tea Company.
This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other Resellers, or any other person or entity Reseller knows or has reason to know
intends to re-sell the Products.

1.4
Reseller shall not market or offer for sale the Products on any website or fulfill Reseller’s sales of Products through any website without the prior written consent of
Original Chronic Coffee and Tea Company, which is granted solely through execution by Original Chronic Coffee and Tea Company of the Authorized Online Reseller
Agreement. Execution by Original Chronic Coffee and Tea Company of the Authorized Online Reseller Agreement constitutes the only means of providing consent to Reseller
to sell Original Chronic Coffee and Tea Company Products online. No Original Chronic Coffee and Tea Company employee or agent may authorize online sales through oral
statements, other written agreement, or by any other means. Selling on or through third-party marketplace sites (e.g., eBay, Amazon, Walmart Marketplace, Sears
Marketplace), drop-ship accounts
(e.g., Rakuten.com, Newegg.com, Overstock.com, Jet.com)
classified sites (e.g., Craigslist.com, Facebook Marketplace), or via social media or Internet forums is strictly prohibited without the prior written consent of Original Chronic Coffee and Tea Company.

Product Inspection
Reseller shall inspect Products upon receipt and during storage for damage, defect, evidence of tampering, or other non-conformance. Reseller must also confirm that
product seals have not been broken. If any defect is identified, Reseller must not offer the Product for sale and must report the defect to Original Chronic Coffee and Tea
Company at info@originalchroniccoffee.com. Furthermore, Reseller shall inspect inventory regularly for expired or soon-to-be expired Products and shall remove those
Products from inventory. Reseller shall not sell expired Products.

Product Storage and Handling
Reseller shall store the Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness, and in accordance with any additional storage guidelines specified
by Original Chronic Coffee and Tea Company.

Alterations Prohibited
Reseller shall sell Products in their original packaging, with all seals intact. Relabeling, repackaging (including the separation of bundled products or the bundling of products),
and other alterations to the Products or their packaging is prohibited. Reseller is prohibited from tampering with, defacing, or otherwise altering serial numbers, UPC
codes, lot or batch codes, or other identifying information on Products or packaging. Removing, translating, or modifying the contents of any label or literature on or
accompanying the Products is also prohibited.

Recall and Consumer Safety
To ensure the safety and well-being of the end-users of the Products, Reseller shall communicate all safety information to consumers and to cooperate with Original Chronic
Coffee and Tea Company with respect to any Product recall.

Customer Service
Reseller must be able to accurately describe, demonstrate, and sell each Product kept in inventory and to advise end-user customers on how to use the Products safely and
properly. Reseller must be available to respond to customer questions and concerns both before and after sale of the Products and should endeavor to respond to customer
inquiries promptly. Reseller must represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Original
Chronic Coffee and Tea Company.

Consumer Confusion
Reseller is prohibited from advertising, marketing, displaying, or demonstrating non-Original Chronic Coffee and Tea Company products together with Original Chronic
Coffee and Tea Company Products in a manner that would create the impression that the non- Original Chronic Coffee and Tea Company products are made by, endorsed
by, or associated with Original Chronic Coffee and Tea Company.

Compliance with Applicable Laws
Reseller shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale and marketing of the Products.

Use of Vital Nutrients Intellectual Property
Original Chronic Coffee and Tea Company owns all proprietary rights in and to the Original Chronic Coffee and Tea Company brand, name, logo, trademarks, service
marks, trade dress, patents, copyrights, and other intellectual property (the “Original Chronic Coffee and Tea Company Trademarks”). Reseller is granted a limited, non-
exclusive, non-transferable, revocable license to use the Original Chronic Coffee and Tea Company Trademarks solely for purposes of marketing and selling the Products as
set forth herein, and this license shall cease immediately upon termination of Reseller’s status as an Authorized Reseller. Original Chronic Coffee and Tea Company may
review, approve, and/or reject, in its sole discretion, a Reseller’s use of the Original Chronic Coffee and Tea Company Trademarks at any time. All goodwill arising from
Reseller’s use of the Original Chronic Coffee and Tea Company intellectual property shall inure solely to the benefit of Original Chronic Coffee and Tea Company.

Termination
If a Reseller violates any of these Terms, Original Chronic Coffee and Tea Company reserves the right to terminate Reseller’s status as an Authorized Reseller in addition to
all other available remedies. Upon termination of Reseller’s status, Reseller shall immediately cease selling the Products, representing itself as an Authorized Reseller of
Original Chronic Coffee and Tea Company Products, and all use of anything that may give the impression that Reseller is an Authorized Reseller of Original Chronic Coffee
and Tea Company Products or has any affiliation whatsoever with Original Chronic Coffee and Tea Company.

Availability of Injunctive Relief
If there is a breach or threatened breach of paragraphs 1 through 10 of this Policy, it is agreed and understood that Original Chronic Coffee and Tea Company shall have no
adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in this
Policy of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Policy. No failure,
refusal, neglect, delay, waiver, forbearance, or omission by Original Chronic Coffee and Tea Company to exercise any right(s) herein or to insist upon full compliance by
Reseller with Reseller’s obligations herein shall constitute a waiver of any provision or otherwise limit Original Chronic Coffee and Tea Company’s right to fully enforce any or
all provisions and parts thereof.

WARRANTY DISCLAIMER. VN DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE OR OTHERWISE. VN SHALL NOT BE LIABLE TO RESELLER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS.

Modification
Original Chronic Coffee and Tea Company reserves the right to update, amend, or modify this Policy at any time.

Miscellaneous
This Policy and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the State of California, without regard to its
choice of law rules. In the event of a dispute over the terms or performance under the Policy, Reseller expressly submits to personal jurisdiction and venue in the federal or
state courts in California. If any provision of the Policy is held contrary to law, the remaining provisions shall remain valid.

Original Chronic Coffee and Tea Company has a Unilateral Minimum Resale Price Policy (“UMRP Policy”) that applies to all resellers of Original Chronic Coffee and Tea
Company Products located within the United States. This paragraph is intended to inform you of the UMRP Policy. It does not constitute consideration for any agreement
between you and Original Chronic Coffee and Tea Company, and does not separately constitute an agreement between you and Original Chronic Coffee and Tea Company
regarding the price you will charge your customers for the Products. Original Chronic Coffee and Tea Company does not seek, nor will it accept, from Reseller any assurance
of compliance with the UMRP Policy.

Term of Agreement
This Agreement is effective on the date of approval, and shall remain in effect throughout the term of your Reseller Agreement with the Original Chronic Coffee and
Tea Company and for a period of one year thereafter.

Limitations of this Agreement
This Agreement is not a contract of employment. Neither You nor the Original Chronic Coffee and Tea Company are obligated to any specific term of employment.
This Agreement is limited to the subject matter of covenants not to compete or solicit as described in this Agreement.

Covenant Not to Compete
You agree that at no time during the term of your Reseller Agreement with the Original Chronic Coffee and Tea Company will you engage in any business activity which
is competitive with the Original Chronic Coffee and Tea Company nor work for any company which competes with the Original Chronic Coffee and Tea Company.

Non-solicitation
During the term of your Reseller Agreement, and for a period of one (1) year immediately thereafter, You agree not to solicit any employee or
independent contractor of the Original Chronic Coffee and Tea Company on behalf of any other business enterprise, nor shall you induce any employee or independent
contractor associated with the Original Chronic Coffee and Tea Company to terminate or breach an employment, contractual or other relationship with the Original Chronic
Coffee and Tea Company.

Soliciting Customers After Termination of Agreement
For a period of one (1) year following the termination of your Reseller Agreement and your relationship with the Original Chronic Coffee and Tea Company, You shall not,
directly or indirectly, disclose to any person, firm or corporation the names or addresses of any of the customers or clients of the Original Chronic Coffee and Tea Company or
any other information pertaining to them. Neither shall you call on, solicit, take away, or
attempt to call on, solicit, or take away any customer of the Original Chronic Coffee and Tea Company on whom You have called or with whom You
became acquainted during the term of your Reseller Agreement, as the direct or indirect result of your Reseller
Agreement with the Original Chronic Coffee and Tea Company.

Injunctive Relief
You hereby acknowledge (1) that the Original Chronic Coffee and Tea Company will suffer irreparable harm if You breach your obligations under this Agreement; and (2)
that monetary damages will be inadequate to compensate the Original Chronic Coffee and Tea Company for such a breach. Therefore, if You breach any of such provisions,
then the Original Chronic Coffee and Tea Company shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.

Severable Provisions
The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions and any partially unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.

Modifications
This Agreement may be modified only by a writing executed by both You and the
Original Chronic Coffee and Tea Company.

Prior Understandings
This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement. The Agreement supersedes all prior understanding,
agreements, or representations.

Waiver
Any waiver of a default under this Agreement must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this
Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be constructed as a waiver. A consent to or approval of any act
shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.

Jurisdiction and Venue
This Agreement is to be construed pursuant to the laws of the State of California. You agree to submit to the jurisdiction and venue of any court of competent jurisdiction in
Los Angeles County, CA without regard to conflict of laws provisions, for any claim arising out of this Agreement.