EBC MANAGEMENT LLC · WHOLESALE SUPPLY AGREEMENT

This WHOLESALE SUPPLY AGREEMENT (this “Agreement”) is made and entered into as of ____________ or, if later, the date the CRC issues Supplier’s annual Class 1 Cannabis Cultivator license (the “Effective Date”), by and between EBC Management LLC, a New Jersey limited liability company (“Supplier” or “EBC”), and _________________________, a _________________________ organized under the laws of _________________________ (“Purchaser”). Purchaser and Supplier are each a “Party” and together the “Parties.”

RECITALS

WHEREAS, Purchaser operates a New Jersey licensed cannabis business of the class identified on the signature page;

WHEREAS, Supplier is a New Jersey Class 1 cannabis cultivator, and all sales and deliveries are conditioned on the Parties holding the licenses and operational authorizations required for the applicable transaction; and

WHEREAS, Purchaser desires to purchase from Supplier, and Supplier desires to sell to Purchaser, cannabis cultivated by Supplier and lawfully saleable under Supplier’s Class 1 license and Purchaser’s applicable license (the “Products”), solely within the State of New Jersey (the “Territory”), on the terms stated herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows.

AGREEMENT

1. Sale and Purchase of Products

(a.) Product Supply. Supplier may accept or reject any proposed Purchase Order (defined below) in its sole discretion. Supplier has no obligation to accept orders, reserve production capacity, maintain inventory or particular cultivars, or supply any minimum quantity. Forecasts, discussions, price lists, and prior dealings do not create supply commitments. This Agreement is nonexclusive and is not an output or requirements contract. Supplier shall supply only the Products and quantities expressly accepted in a Purchase Order, subject to this Agreement, including its payment, regulatory, suspension, and force majeure provisions.

(b.) Purchase Orders. All purchases of Products shall be made pursuant to a written purchase order accepted by Supplier (a “Purchase Order”). Purchaser shall submit orders by email to Supplier’s designated order contact or through another channel approved by Supplier. Purchaser shall submit all orders using Supplier’s designated purchase-order form attached as Schedule A. Any additional specifications must be expressly accepted by Supplier. This Agreement controls over any conflicting or additional terms in a Purchase Order, acknowledgment, invoice, vendor portal, or other buyer document. Supplier rejects all such terms unless a written amendment signed by both Parties in accordance with Section 13(e) expressly identifies the provision of this Agreement being changed. Shipment, payment, or use of a buyer portal does not constitute assent to additional terms.

(c.) Acceptance; Confirmation. A Purchase Order is binding only when Supplier’s authorized representative confirms acceptance in writing, including by email, identifying the accepted Products, quantities, and prices. An order not accepted within three (3) business days after receipt is deemed rejected; any later acceptance requires Purchaser’s written confirmation. Silence does not constitute acceptance. Purchaser may not cancel or change an accepted Purchase Order without Supplier’s written consent. If Supplier consents, Purchaser shall reimburse Supplier’s documented, unrecovered costs and other damages recoverable under applicable Law resulting from the cancellation or change. Supplier need not acquire substitute products from another grower to fulfill an order.

(d.) Lead Times. Purchaser shall specify its preferred delivery date in each Purchase Order, allowing at least seven (7) days unless Supplier agrees otherwise. Shipping and delivery dates are estimates unless Supplier expressly accepts a firm date in writing. Supplier may make partial shipments and invoice them separately. No substitution of cultivar, grade, or product form is permitted without Purchaser’s consent. A delay affecting one shipment does not entitle Purchaser to cancel other accepted orders except as expressly provided herein or required by nonwaivable Law.

2. Prices and Payment for Products

(a.) Prices. Supplier shall provide Purchaser with its then-current product price list before Purchaser submits its first Purchase Order and thereafter upon request (the “Product Price List”). A quotation expires on its stated expiration date or, if none is stated, seven (7) days after issuance. The price is fixed upon Supplier’s written acceptance of the Purchase Order. Delivery, special handling, and insurance charges are additional only if disclosed in Supplier’s quotation or accepted Purchase Order. Prices exclude applicable taxes and governmental charges imposed on the sale of Products, including the Social Equity Excise Fee and any applicable municipal transfer tax, which shall be separately stated on Supplier’s invoice and paid by Purchaser to the extent lawfully chargeable. Supplier remains responsible for its legally required collection, reporting, and remittance obligations and for its own licensing fees, general regulatory compliance costs, and taxes on its net income. Purchaser shall provide valid exemption documentation where applicable.

(b.) Price Changes. Supplier may change prices for future orders upon written notice to Purchaser, including by email. A price change does not alter the product prices in Purchase Orders already accepted by Supplier, except for changes in taxes or regulatory fees lawfully applicable to the transaction. Later price reductions, competing offers, retail markdowns, and changes in market value do not entitle Purchaser to retroactive credits, inventory repricing, margin protection, or price matching.

(c.) Invoicing. Supplier may invoice upon acceptance of a Purchase Order or before shipment. Purchaser’s first two (2) Purchase Orders shall be payable in cleared funds received before shipment, with payment for each shipment due before that shipment leaves Supplier’s premises. After Purchaser has timely paid those Purchase Orders in full, subsequent Purchase Orders shall be payable within fourteen (14) calendar days after delivery of each shipment, subject to Supplier’s rights under Section 2(e). Unless and until Purchaser qualifies for those fourteen (14) day payment terms, all shipments remain payable in cleared funds received before shipment. Different payment terms require Supplier’s express written approval. All amounts due to Supplier shall be paid in full when due without setoff, recoupment, counterclaim, deduction, chargeback, or withholding, except withholding required by Law. Purchaser’s payment obligations are independent of any claim against Supplier, including any claim of Product nonconformity, breach of this Agreement or any other agreement, negligence, or violation of Law. No such claim, whether arising from the same transaction or otherwise, permits Purchaser to delay, suspend, reduce, or withhold payment of amounts otherwise due to Supplier. Purchaser expressly waives any right to deduct claimed damages from the purchase price under N.J.S.A. 12A:2-717. Purchaser shall promptly identify any invoice dispute in writing and timely pay all amounts due; a dispute does not authorize a unilateral credit. An authorized credit must be documented by Supplier.

(d.) Payments; Delinquency. All payments shall be made in U.S. Dollars by ACH, wire transfer, or another lawful method expressly approved by Supplier. Payment instructions may be changed only after verification through a previously established contact method. Any unpaid amount after its due date accrues simple interest at the lesser of twelve percent (12%) per annum and the maximum lawful rate, computed on an actual/365 basis. Purchaser shall reimburse reasonable, documented bank charges resulting from dishonored payments and Supplier’s reasonable costs of collecting overdue amounts, including attorneys’ fees incurred before suit.

(e.) Credit; Adequate Assurances; Suspension. Supplier may establish credit limits and prospectively withdraw credit or require deposits, prepayment, or other security for future orders by written notice to Purchaser, including by email. If Purchaser is overdue, exceeds an agreed credit limit, or fails a payment condition applicable to an accepted order, Supplier may immediately suspend further shipments and order acceptance without waiving payment or other remedies. If Supplier has reasonable grounds for insecurity, it may demand adequate assurance in writing, including by email, and suspend performance to the extent permitted by N.J.S.A. 12A:2-609. After receipt of a justified demand, Purchaser’s failure to provide adequate assurance within a reasonable time, not exceeding thirty (30) days, constitutes a repudiation of this Agreement. No suspension extends an existing payment deadline.

(f.) Discounts and Credits. Discounts, rebates, credits, and promotional allowances granted or funded by Supplier must be approved in writing by Supplier’s authorized representative. The written approval must identify eligible Products, the measurement period, objective qualification criteria, and any expiration date. Volume rebates are earned only on qualifying quantities actually delivered and paid for during that period; unaccepted forecasts create no entitlement. Prompt-payment discounts require cleared funds by the stated deadline. Programs do not stack unless expressly authorized. Purchaser may not deduct unapproved amounts. Supplier may change programs prospectively on notice without impairing previously earned benefits or accepted orders.

3. Marketing Support

Supplier may provide the following support in its discretion. No minimum expenditure, services, campaign, or ongoing support is required unless set forth in a separate written agreement signed by Supplier’s authorized representative:

(a.) Visual Merchandising Displays. Supplier may supply branded displays in quantities and at times determined by Supplier, subject to applicable Law. Purchaser may elect whether to use them. Any use must comply with Supplier’s written brand guidelines and applicable Law. Displays do not establish a minimum resale or advertised price.

(b.) Point-of-Sale Materials. Supplier may furnish approved imagery, graphics, and descriptions in available formats. Purchaser may use such materials only to market genuine Products in accordance with this Agreement and shall not alter product claims, labels, or branding without Supplier’s written approval. Approval concerns lawful content and brand presentation and does not give Supplier control over Purchaser’s resale prices.

(c.) Marketing and Promotional Inclusion. Neither Party may feature the other Party’s name, marks, or premises in a sponsored campaign or event without that Party’s prior written consent, except for Purchaser’s permitted use of Supplier Trademarks under Section 13(a). Any campaign funded by Supplier must state its budget, eligible services, duration, reimbursement limits, and documentation requirements in writing. Purchaser may not incur reimbursable costs on Supplier’s behalf without approval. No payment shall be made to Purchaser’s personnel for influencing purchases or to induce unlawful conduct.

(d.) Final Approval. Marketing support shall comply with applicable cannabis advertising rules and competition laws. Supplier may suspend or modify future support upon notice if necessary to comply with a change in Law or regulatory direction, without eliminating amounts already lawfully earned. Promotional services and allowances shall be offered on proportionately equal and practically available terms to competing customers where applicable Law requires.

4. Delivery

(a.) Shipping; Risk of Loss; Title. Supplier shall arrange lawful transport to Purchaser’s licensed receiving premises in the Territory, either using personnel authorized under Supplier’s license or an appropriately licensed carrier. Title and risk of loss pass upon physical delivery to and receipt by Purchaser’s authorized personnel at those premises. Purchaser shall provide authorized receiving personnel and promptly complete required receipt and inventory confirmations. Purchaser-caused failed delivery, redelivery, and necessary storage charges shall be borne by Purchaser at reasonable, documented cost; no constructive delivery authorizes an unlawful transfer. Supplier retains a purchase-money security interest in the Products sold on credit and their identifiable proceeds to secure their unpaid purchase price. Purchaser authorizes appropriate UCC filings and shall reasonably cooperate with perfection and priority notices. The lien grants no right to operate Purchaser’s business or control its license. Any repossession, transfer, or disposition is subject to applicable cannabis laws and required approvals.

(b.) Inspection, Rejection and Cure. Purchaser shall inspect delivered Products and give Supplier written notice of visible damage, shortages, incorrect Products, or other reasonably discoverable nonconformity within three (3) business days after delivery. Otherwise, Products are accepted as to those matters. A latent defect existing at delivery must be reported promptly, and no later than three (3) business days after discovery. Each notice must identify the order, batch or lot, quantity, claimed defect, and supporting photographs or test information. Purchaser shall quarantine disputed Products, preserve packaging and storage records, and afford Supplier access to inspect within five (5) business days after notice, subject to lawful access requirements. Purchaser shall not sell, process, destroy, or return disputed Products pending instructions, except as required by Law or necessary for safety. If Supplier confirms a nonconformity in good faith, or a nonconformity for which Supplier is responsible is established under Section 4(c) or by a court of competent jurisdiction, Supplier shall, at its election and within a reasonable time, replace the affected Products or refund the price paid or credit the unpaid invoice amount for those Products. Supplier shall arrange and bear necessary lawful return or destruction costs for confirmed nonconformity attributable to Supplier. The remedies under this Section 4 are Purchaser’s sole and exclusive remedies against Supplier for Product nonconformity or breach of the Product warranties in Section 6(b)(i), except for recall remedies expressly provided in Section 7 and indemnification for third-party claims expressly provided in Section 10(a). All such remedies are subject to Section 10(b). All other sales are final; unsold inventory, market decline, buyer-created defects, or failure to achieve expected yield or sales do not create a return right.

(c.) Testing Disputes. If the Parties dispute a testable Product nonconformity, they shall select an independent New Jersey licensed cannabis testing laboratory to evaluate a lawfully retained, representative sample using required sampling and chain-of-custody procedures. If they cannot agree within five (5) business days after either Party requests independent testing in writing, Purchaser shall select within three (3) business days after receiving Supplier’s proposed laboratories from three qualified, independent laboratories proposed by Supplier without a disqualifying conflict. If fewer than three such laboratories are reasonably available and willing to perform the testing, Supplier may propose those available. If Purchaser does not timely select a laboratory, Supplier may select one from the proposed laboratories. Neither Party may use private retesting to release a regulatory hold or override CRC requirements. Test results govern the factual testing dispute absent manifest error, subject to regulatory authority; legal responsibility remains subject to this Agreement. Purchaser shall advance the reasonable testing costs. Supplier shall reimburse those costs only if the testing confirms at least one disputed Product nonconformity for which Supplier is responsible under this Agreement. Otherwise, including where the results are inconclusive, Purchaser shall bear those costs.

5. Purchaser Representations, Warranties, and Covenants

(a.) Representations and Warranties. Purchaser represents and warrants to Supplier, as of the Effective Date and as of each date Purchaser submits a Purchase Order to Supplier, as follows:

(i.) Purchaser is a business entity duly organized and validly existing in good standing under the laws of its jurisdiction of organization identified above. The Purchaser has the power to execute, deliver and perform this Agreement. The Purchaser has and shall have the full power and authority to own, lease, manage, or otherwise control its properties and to conduct the business in which it is now engaged.

(ii.) The execution and delivery of this Agreement by Purchaser does not, and the performance of its obligations hereunder will not, violate any provision of the governance documents of Purchaser. This Agreement is a valid and binding agreement of Purchaser enforceable against it in accordance with its terms except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors’ rights and by limitations on the availability of equitable remedies.

(iii.) Purchaser is and operates its business in compliance with and shall comply with all applicable Laws and Permits held by Purchaser. Purchaser has in effect all Permits that are required to carry out its obligations under this Agreement and operate its business.

(iv.) Purchaser has obtained all approvals required to execute and perform this Agreement and shall obtain and maintain all licenses and operational authorizations required before any transaction requiring them.

(v.) Purchaser agrees it is purchasing Products solely for its own business purposes and it is solely responsible for all costs, risks and obligations associated with Purchaser’s business and its performance of this Agreement, including without limitation, its risk of unsold inventory and nonpayment by its customers.

(b.) Covenants. Purchaser shall (i) maintain the licenses and authorizations required for its business and the Products it acquires; (ii) purchase, receive, store, process, market, and resell Products only as permitted by its license and applicable Law; (iii) prevent diversion and any shipment or sale outside the Territory; and (iv) promptly notify Supplier of license suspension, restrictions, threatened revocation, or any other condition affecting lawful performance. A retailer or wholesaler may acquire only Products lawfully saleable to its license class; material sold for further manufacturing may be supplied only to a properly authorized cultivator or manufacturer. Purchaser is responsible for its operations after delivery, including proper storage, lawful processing, retail activity, and its own product statements. Purchaser shall not remove required traceability information, misrepresent origin, or make unauthorized therapeutic or other claims. Authorized processing or repackaging must preserve required lot traceability and comply with applicable testing, packaging, and labeling requirements. Purchaser shall maintain required transaction, testing, handling, and disposition records for the applicable legal retention periods, and provide Product-specific records reasonably necessary for recalls, regulatory inquiries, or investigation of claims.

6. Supplier Representations, Warranties, and Covenants

(a.) Supplier Representations and Warranties. Supplier represents and warrants to Purchaser, as of the Effective Date and as of each date Supplier accepts a Purchase Order from Purchaser, as follows:

(i.) Supplier is a limited liability company duly organized and validly existing in good standing under the laws of the State of New Jersey. Supplier has the power and authority to execute, deliver and perform this Agreement.

(ii.) The execution and delivery of this Agreement by Supplier does not, and the performance of its obligations hereunder will not, violate any provision of the governance documents of Supplier. This Agreement is a valid and binding agreement of Supplier enforceable against it in accordance with its terms except as may be limited by bankruptcy, insolvency or other laws affecting generally the enforceability of creditors’ rights and by limitations on the availability of equitable remedies.

(iii.) Supplier shall conduct activities under this Agreement within its Class 1 cultivator authority and shall hold all operational authorizations required before making a sale or delivery.

(iv.) Supplier has obtained, or before the applicable regulated performance shall obtain, all governmental approvals necessary for that performance.

(b.) Limited Product Warranties.

(i.) Supplier warrants to Purchaser that, at delivery, each Product (i) conforms to the specifications expressly accepted by Supplier in the Purchase Order; (ii) meets the requirements of State Cannabis Laws applicable to the Product’s sale and transfer in its delivered form to Purchaser’s license class; and (iii) is conveyed with good title, free of liens or security interests enforceable against Purchaser, other than the security interest expressly granted herein. Supplier shall provide applicable certificates of analysis and required transfer information with or before delivery where required, and otherwise upon reasonable request. Material lawfully transferred for further manufacturing is not warranted to be retail-ready. Supplier makes no guarantee of extraction yield, downstream manufacturing performance, profitability, sell-through, or subjective aroma, appearance, or consumer preference. Natural variation does not constitute a defect if the Product meets the agreed specifications and applicable legal tolerances.

(ii.) EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6(b)(i), SUPPLIER DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS. SUPPLIER SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

(iii.) NO SALES REPRESENTATIVE OR OTHER PERSON MAY ADD TO OR MODIFY THE WARRANTIES IN SECTION 6(b)(i) EXCEPT THROUGH A WRITTEN AMENDMENT SIGNED BY BOTH PARTIES IN ACCORDANCE WITH SECTION 13(e). SUPPLIER IS NOT RESPONSIBLE FOR NONCONFORMITY TO THE EXTENT CAUSED AFTER DELIVERY BY IMPROPER STORAGE, HANDLING, PROCESSING, COMMINGLING, REPACKAGING, MISUSE, OR UNAUTHORIZED ALTERATION BY PURCHASER OR OTHERS.

(c.) Supplier Covenants. Supplier shall perform its obligations under this Agreement in accordance with the Laws and Permits applicable to that performance.

7. Recalls

(a.) “Product Recall” means a governmental recall or hold, or a voluntary recall or market withdrawal reasonably necessary because Products may be defective, unsafe, or unlawful. Purchaser shall notify Supplier promptly, and in any event within twenty-four (24) hours after learning of a Product Recall, material safety complaint, adverse event, testing failure, or regulatory communication concerning the safety or lawfulness of Products supplied under this Agreement. Supplier shall promptly notify Purchaser upon learning of any such matter affecting Products supplied to Purchaser. Purchaser shall immediately stop sale or use and quarantine affected lots when required, preserve records, trace affected transfers, and cooperate with lawful recall, reporting, notification, return, and destruction instructions. Supplier may direct and coordinate recalls of its Products, subject to governmental direction. Purchaser shall implement required recall measures within its operations and distribution chain. Neither Party may delay required safety action while responsibility or costs are disputed. Purchaser shall not initiate or expand a voluntary recall without Supplier’s prior written consent, except to the extent required by Law or reasonably necessary to address an immediate safety risk. Purchaser shall promptly notify Supplier of any action taken under that exception. Purchaser shall not make admissions or commitments on Supplier’s behalf without Supplier’s prior written consent.

(b.) Recall Costs. Each Party initially bears its own response costs pending allocation. Supplier shall, at its sole election, either refund or issue an account credit for the purchase price paid for affected Products lawfully returned or destroyed as part of a Product Recall (and shall credit the applicable invoice for any unpaid purchase price), and reimburse necessary, reasonable, documented out-of-pocket third-party expenses for recall notification, testing, retrieval, transportation, storage, and destruction, only to the extent the recall is attributable to Supplier’s breach of the express Product warranties in Section 6(b)(i), negligence, or unlawful conduct, subject expressly to Section 10. Purchaser bears costs attributable to its conduct, including post-delivery storage, processing, repackaging, or unauthorized claims, and shall reimburse Supplier accordingly. Shared causes are allocated proportionately. Purchaser shall mitigate recall costs and maintain supporting records. Reimbursement excludes lost sales, margin, goodwill, ordinary overhead, internal personnel costs, and voluntary expenditures not reasonably required for the response. Supplier’s prior written approval is required for expenses charged to Supplier, except expenses necessarily incurred before approval could practicably be obtained to comply with Law or address an immediate safety risk. Purchaser shall promptly notify Supplier of those expenses and provide supporting documentation. Supplier’s participation in a recall or approval of recall measures or expenses does not constitute an admission of liability or an agreement to bear costs beyond those allocated to Supplier under this Section. This Section 7(b) exclusively governs Purchaser’s recovery from Supplier of the purchase price of recalled Products and Purchaser’s own recall-response costs. Indemnification for third-party claims remains governed by Section 10(a).

8. Confidentiality

(a.) General. Each Party acknowledges and agrees that in the course of the transactions contemplated by this Agreement, a Party (in such capacity, a “Receiving Party”) may be exposed to or receive non-public, proprietary, confidential, or trade secret information, including but not limited to information regarding goods (including, without limitation, the Products), pipeline, operations, methods, strategies, formulas, price lists or other pricing information, production output, sales volume, costing/financial information, productivity, records of unit movement of goods, shipping and warehousing, quantities of products, manufacturing or manufacturing processes, Product Recalls, whether such information is conveyed orally or in written form (including without limitation by e- mail or other electronic communication) or by observation or in any other manner (collectively the “Confidential Information”) of the other party (in such capacity, a “Disclosing Party”), and all such Confidential Information shall constitute the property of and be owned by the Disclosing Party. Confidential Information does not include information that (a) was known to the Receiving Party before receipt, directly or indirectly, from the Disclosing Party; (b) is lawfully obtained by the Receiving Party from a third party who is under no obligation of confidentiality; or (c) is or becomes publicly available other than through a breach by the Receiving Party or its representatives; or (d) is independently developed without use of the Disclosing Party’s Confidential Information. For the term of this Agreement and thereafter, the Receiving Party shall not (and shall cause its directors, managers, officers, employees, and agents not to) use except in accordance with the performance of its obligations hereunder or disclose to Persons any Confidential Information of the Disclosing Party without the Disclosing Party’s prior written consent, except that (x) the Receiving Party may disclose Confidential Information of the Disclosing Party to the Receiving Party’s directors, managers, officers, employees, agents, attorneys, accountants, insurers, and professional advisers who are bound by confidentiality obligations no less stringent than as set forth herein and have a reasonable need to know such Confidential Information in connection with the Receiving Party’s performance of this Agreement (provided that the Receiving Party shall be liable in the event any person described in this clause (x) breaches this Section 8), (y) if the Receiving Party (or any of its manager, directors, officers, employees or agents) is required by Law or court order to disclose any Confidential Information of the Disclosing Party, the Receiving Party may make such disclosures to the extent (but only to the extent) required by Law or court order, so long as, to the extent legally permitted, the Receiving Party promptly notifies the Disclosing Party in writing prior to any such required disclosure, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and the Receiving Party shall (and shall cause its officers, managers, directors, agents and employees to) cooperate with Disclosing Party to preserve the confidentiality of such information consistent with applicable Law and (z) the Receiving Party may disclose Confidential Information of the Disclosing Party in the normal course of its business to the CRC or other Governmental Authorities. The terms and conditions of this Agreement shall be treated as Confidential Information subject to the obligations set forth herein.

(b.) Remedies for Breach. Each Party acknowledges that an actual or threatened breach of Section 8(a) may cause irreparable harm for which monetary damages may be an inadequate remedy. A Disclosing Party shall be permitted to seek injunctive or other equitable relief for an actual or threatened breach of Section 8(a). Each Receiving Party waives any right to request or require the Disclosing Party to post a bond or other security as a condition of such relief. Such relief is additional to available damages, subject to Section 10.

(c.) Permitted Uses and Disclosures by Supplier. Notwithstanding Section 8(a), Supplier may use and disclose Confidential Information to the extent reasonably necessary to enforce its rights under this Agreement, collect amounts due, or assert or defend claims arising out of or relating to this Agreement or the Products. Supplier may also disclose Confidential Information to its Affiliates and actual or prospective lenders, financing sources, investors, or purchasers of its business or assets, and their respective professional advisers, in connection with a bona fide financing, investment, or business transaction, provided those recipients have a reasonable need to know the information and are bound by contractual or professional confidentiality obligations protecting it. No prior consent from Purchaser is required for uses or disclosures permitted by this Section 8(c).

9. Term and Termination

(a.) Term. Unless terminated earlier in accordance with the terms of this Agreement, the initial term of this Agreement shall expire on the one (1) year anniversary of the Effective Date, after which time this Agreement shall automatically renew for successive one (1) year terms unless otherwise terminated pursuant to this Section 9. The initial term and any renewal terms collectively constitute the “Term.” If the Effective Date is the date the CRC issues Supplier’s license, Supplier shall promptly notify Purchaser in writing of that date and of Supplier’s license number, and no Purchase Order may be submitted or accepted before the Effective Date.

(b.) Termination for Convenience. Either Party may terminate this Agreement at any time for any reason or no reason upon thirty (30) days’ prior written notice to the other Party.

(c.) Termination for Cause. Either Party may terminate this Agreement immediately upon written notice to the other Party in the event of the following:

(i.) the other Party’s license or operational authorization necessary for performance is revoked, suspended, canceled, or materially restricted, or continued performance of the affected transaction would violate State Cannabis Laws;

(ii.) the other Party becomes insolvent, is generally unable to pay, or fails to pay, its debts as they become due, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors;

(iii.) the other Party materially breaches this Agreement (including Purchaser’s failure to pay any amount when due) and, if curable, fails to cure within five (5) business days after written notice specifying the breach; provided that Supplier shall have thirty (30) days to cure a nonmonetary breach capable of cure, without delaying any legally required safety action. Supplier may suspend shipments immediately for overdue payment, unlawful conduct, or material safety risk, and may terminate immediately for a breach not capable of cure; or

(iv.) a governmental action, order, or written enforcement threat specifically directed to a Party or the transactions contemplated herein creates a material legal impediment to continued performance, as reasonably determined by the terminating Party in good faith. General federal prohibition, market conditions, or an announcement concerning an unrelated business does not alone trigger this termination right.

(d.) Effect of Termination. No new Purchase Orders may be placed after termination or expiration. Accepted Purchase Orders remain binding unless canceled under this Agreement. This Agreement continues to govern all accepted Purchase Orders that remain outstanding. If Supplier terminates under Section 9(c), Supplier may cancel unshipped quantities by written notice. If termination results from Purchaser’s breach, Supplier may recover unpaid amounts and damages arising from that breach. For quantities Supplier cancels for reasons other than Purchaser’s breach, Supplier shall refund the corresponding advance after applying it against amounts due from Purchaser. Termination or expiration does not affect accrued payment obligations. Each Party shall return or destroy Confidential Information on request, except records retained as required by Law or for bona fide legal or compliance purposes, which remain subject to Section 8. Purchaser may sell through lawfully saleable, paid-for Products in accordance with Section 13(a). Sections 2, 4, 5, 6, 7, 8, 9(d), 10, 11, 12, and 13 survive termination or expiration to the extent necessary to give effect to accrued rights and their terms.

10. Indemnification, Limitation of Liability and Insurance

(a.) Indemnification. Purchaser shall indemnify, defend, and hold harmless Supplier, its Affiliates, and their respective managers, members, officers, directors, employees, and agents (collectively, the “Supplier Protected Parties”) from third-party claims and demands and resulting losses, liabilities, judgments, settlements, damages, costs, and expenses, including reasonable attorneys’ and expert witness fees (“Losses”), to the extent caused by Purchaser’s breach of this Agreement, negligence, willful misconduct, or violation of Law, including improper storage, processing, commingling, repackaging, unauthorized product statements or branding, diversion, or unlawful resale. Purchaser is not responsible to the extent Losses are caused by an indemnified person’s breach, negligence, or wrongful conduct. Purchaser’s duty to defend arises upon written tender of a claim alleging conduct that, if established, would fall within its indemnity obligation, even if the allegations are groundless, false, or ultimately unproven. That duty is not contingent on a prior determination of liability.

Subject expressly to Section 10(b), Supplier shall indemnify and hold harmless Purchaser and its officers and employees from and against Losses arising out of third-party claims, but only to the extent such Losses are caused by Supplier’s breach of the express Product warranties in Section 6(b)(i), negligence, willful misconduct, or violation of applicable Law in performing this Agreement. Supplier has no indemnity obligation for Purchaser- created defects, downstream processing outcomes not caused by a defect existing at delivery, or Purchaser’s unauthorized representations, except to the extent Supplier caused the Losses. Supplier has no obligation to advance defense expenses or assume a defense. Its obligation to reimburse covered Losses, including reasonable defense expenses, arises upon resolution of the claim by final judgment or a settlement approved in writing by Supplier. These indemnities cover third-party claims only; direct claims remain governed by the applicable provisions of this Agreement.

Indemnity Procedure. For the purposes of this Section, an “Indemnified Person” means a Person entitled to indemnification under Section 10(a). The Indemnified Person shall promptly notify the indemnifying Party of a claim; delay excuses performance only to the extent materially prejudicial. The indemnifying Party may control the defense with competent counsel reasonably acceptable to the Indemnified Person, subject to insurer rights and any actual conflict. The Indemnified Person shall cooperate at the indemnifying Party’s expense and may participate through separate counsel at its own expense, except that the reasonable fees and expenses of separate counsel required by an actual conflict shall be borne by the indemnifying Party. Supplier has no obligation under this procedure to assume a defense or advance any defense, cooperation, or separate-counsel expenses. Any reimbursement by Supplier is payable only to the extent covered by its indemnity obligation and at the time specified in Section 10(a), subject to Section 10(b). Purchaser and each Indemnified Person seeking indemnification from Supplier shall not settle a claim for which such Person seeks indemnity from Supplier without Supplier’s prior written consent. No settlement may admit wrongdoing by, impose nonmonetary obligations on, or fail to fully release an Indemnified Person without its written consent. If Purchaser fails promptly to undertake or diligently maintain a defense it is obligated to provide, the affected Supplier Protected Parties may defend and recover reasonable defense costs from Purchaser. Supplier’s payments and credits under Sections 4 and 7, and its defense expenses, settlements, and judgments under this Section, all count toward the applicable cap in Section 10(b); after exhaustion Supplier has no further contractual funding obligation, subject to Section 10(b).

(b.) Limitation on Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, the following limitations apply notwithstanding any other provision of this Agreement, including Sections 4, 6, 7, 8, 10(a), 10(c), and 11(d). THEY APPLY TO ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PRODUCTS, PURCHASE ORDERS, OR THE NEGOTIATION, FORMATION, PERFORMANCE, NONPERFORMANCE, TERMINATION, OR EXPIRATION OF THIS AGREEMENT, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTE, REGULATION, INDEMNITY, CONTRIBUTION, RESTITUTION, OR OTHERWISE.

(i.) IN NO EVENT SHALL THE SUPPLIER PROTECTED PARTIES BE LIABLE TO PURCHASER OR ANY PERSON CLAIMING BY, THROUGH, OR UNDER PURCHASER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES, OR LOST PROFITS, LOST SALES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR DIMINUTION IN VALUE, WHETHER CLAIMED AS DIRECT OR INDIRECT DAMAGES, REGARDLESS OF FORESEEABILITY OR THEORY OF LIABILITY. THE EXCLUSIONS DO NOT ELIMINATE AMOUNTS PAYABLE TO THIRD PARTIES UNDER SUPPLIER’S EXPRESS INDEMNITY;

ALL SUCH AMOUNTS REMAIN SUBJECT TO THE APPLICABLE SUPPLIER CAP BELOW. THE DAMAGE EXCLUSIONS AND LIABILITY CAPS ARE INDEPENDENT OF THE EXCLUSIVE PRODUCT REMEDY AND APPLY EVEN IF THAT REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

(ii.) Liability Cap. THE SUPPLIER PROTECTED PARTIES’ COMBINED AGGREGATE LIABILITY TO PURCHASER AND ALL PERSONS CLAIMING BY, THROUGH, OR UNDER PURCHASER ARISING OUT OF OR RELATING TO AFFECTED PRODUCTS OR PURCHASE ORDERS, INCLUDING PRODUCT REMEDIES, RECALL REIMBURSEMENT, INDEMNIFICATION, DEFENSE COSTS, AND ALL OTHER AMOUNTS DESCRIBED BELOW, SHALL NOT EXCEED THE TOTAL PURCHASE PRICE PAID OR PAYABLE FOR THE PRODUCTS GIVING RISE TO THE CLAIMS. FOR ALL CLAIMS NOT ATTRIBUTABLE TO PARTICULAR PRODUCTS OR ORDERS, THE SUPPLIER PROTECTED PARTIES’ COMBINED AGGREGATE LIABILITY SHALL NOT EXCEED AMOUNTS PAID TO SUPPLIER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO ANY SUCH CLAIMS. ALL CLAIMS CONCERNING THE SAME PRODUCTS SHARE ONE PRODUCT-PRICE CAP, REGARDLESS OF THE NUMBER OF CLAIMS, CLAIMANTS, DEFENDANTS, OR LEGAL THEORIES. CLAIMS ATTRIBUTABLE TO PARTICULAR PRODUCTS OR PURCHASE ORDERS ARE SUBJECT EXCLUSIVELY TO THE APPLICABLE PRODUCT-PRICE CAP, REGARDLESS OF HOW THEY ARE CHARACTERIZED OR PLEADED. THE SIX-MONTH CAP APPLIES ONLY TO CLAIMS NOT ATTRIBUTABLE TO PARTICULAR PRODUCTS OR ORDERS AND IS ONE AGGREGATE LIMIT FOR ALL SUCH CLAIMS. EACH APPLICABLE CAP INCLUDES ALL DAMAGES, STATUTORY DAMAGES, ENHANCED OR MULTIPLIED DAMAGES, PENALTIES, INTEREST, ATTORNEYS’ FEES, EXPERT FEES, COSTS, AND EXPENSES, WHETHER AWARDED UNDER THIS AGREEMENT, A STATUTE, OR OTHERWISE. REFUNDS, CREDITS, THE INVOICED VALUE OF REPLACEMENT PRODUCTS, AND AMOUNTS PAID BY OR ON BEHALF OF ANY SUPPLIER PROTECTED PARTY IN SATISFACTION OF COVERED OBLIGATIONS REDUCE THE REMAINING APPLICABLE CAP.

(c.) Insurance. Each Party shall maintain commercial general liability coverage, including products and completed operations, with limits of at least $1,000,000 per occurrence and $2,000,000 aggregate during the Term. Product-liability coverage may be provided under a separate policy with those limits. Coverage shall apply to the Party’s actual licensed cannabis operations and Products. Purchaser shall name Supplier and its Affiliates as additional insureds for liability arising from Purchaser’s conduct, on a primary and noncontributory basis, and provide the applicable endorsement. Each Party shall provide certificates on or before the Effective Date and on renewal and, upon reasonable request, relevant endorsements or coverage information. Each Party shall maintain completed-operations coverage for two (2) years after termination or expiration; claims-made coverage requires continuous coverage or an appropriate extended reporting period for that period, with a retroactive date no later than commencement of performance under this Agreement. Each Party shall promptly notify the other upon learning of cancellation or a material reduction in required coverage. Insurance requirements, policy limits, and available insurance proceeds do not increase Supplier’s liability under this Agreement or reduce Purchaser’s indemnification or defense obligations.

11. Governing Law; Dispute Resolution

(a.) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New Jersey.

(b.) Cannabis Contract Enforceability. The Parties intend this Agreement to be enforceable under N.J.S.A. 24:6I-53 and shall not assert federal prohibition of the state-authorized cannabis activity, standing alone, as a defense to their contractual payment or performance obligations, to the extent permitted by Law. Regulatory impediments shall be addressed under Sections 9 and 13(j), not by withholding amounts due for delivered Products.

(c.) Disputes. Any dispute, claim or controversy between the Parties with respect to, that arises out of or that relates to this Agreement or any of the arrangements provided for herein (including any renewals, extensions or modifications thereof), whether arising in contract, tort or by statute and including any dispute, claim or controversy concerning the existence, validity, interpretation, enforceability, performance, breach or termination of this Agreement (each, a “Dispute”), shall, subject to nonwaivable subject-matter jurisdiction requirements, be resolved exclusively in the Superior Court of New Jersey sitting in the County of Burlington. Each Party irrevocably waives any objection to proceeding before Superior Court of New Jersey, Burlington County based upon lack of personal jurisdiction or to the laying of venue and further irrevocably and unconditionally waives and agrees not to make a claim in any court that the Dispute has been brought in an inconvenient forum. Each Party further agrees not to remove any Dispute to federal court (to the extent such removal may be permitted) and waives any right to seek transfer or change of venue of any such proceeding.

(d.) Attorneys’ Fees and Costs. If Supplier prevails in any action or proceeding concerning a Dispute, Purchaser shall reimburse Supplier for its reasonable attorneys’ fees, expert witness fees, costs, and expenses incurred in that action or proceeding, including appeals, enforcement of this Section 11, and establishing its entitlement to and the amount of recoverable fees and expenses. Purchaser shall also reimburse Supplier for its reasonable attorneys’ fees, expert witness fees, costs, and expenses incurred in enforcing or collecting any resulting judgment or award. Collection expenses recoverable under Section 2(d) may be recovered without commencing suit. To the extent Purchaser is entitled to recover attorneys’ fees, expert witness fees, costs, or expenses from any Supplier Protected Party under a statute or other independent legal basis, those amounts count toward, and are not recoverable in addition to, the applicable aggregate liability cap under Section 10(b).

(e.) WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LAWSUIT OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(f.) Time to Commence Sales-Contract Actions. Purchaser shall commence any action against Supplier for breach of a contract for sale governed by N.J.S.A. 12A:2-725, including breach of a Product warranty, within one (1) year after the cause of action accrues under that statute.

12. Certain Definitions

As used throughout this Agreement:

(a.) “Affiliate” means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such specified Person. For purposes of this definition, “control,” when used with respect to any person or entity, means the power to direct the management and policies of such person or entity, directly or indirectly, whether through ownership of voting securities, by contracting or otherwise; and the terms “controlling” and “controlled” have meanings that correspond to the foregoing.

(b.) “business day” means any day other than Saturday, Sunday, or a legal holiday observed by the State of New Jersey. Unless expressly stated otherwise, references to days mean calendar days.

(c.) “Federal Cannabis Laws” means any federal Laws of the United States that, directly or indirectly, treat cannabis and related products as illegal or controlled substances.

(d.) “Governmental Authority” means any national, state or local government (whether domestic or foreign), any political subdivision thereof or any other governmental, quasi- governmental, judicial, public or statutory instrumentality, authority, agency, bureau, commission, board, department or other body, including, for the avoidance of doubt, the Department of Health of the State of New Jersey and the New Jersey Cannabis Regulatory Commission (the “CRC”).

(e.) “Law” or “Laws” means applicable statutes, ordinances, regulations, rules, codes, binding governmental orders, and common law. Contractual promises of lawful cannabis performance refer to State Cannabis Laws and other applicable Laws, except solely to the extent Federal Cannabis Laws prohibit the state- authorized cannabis activity itself. This qualification does not excuse compliance with other applicable federal obligations, including tax, employment, and competition laws, authorize interstate cannabis transfers, or restrict federal enforcement authority.

(f.) “Permit” means any license, permit, approval, consent, registration, or operational authorization required from a Governmental Authority for the applicable activity; “Permits” means more than one Permit.

(g.) “Person” means any individual, corporation, partnership, trust, joint venture, limited liability company, Governmental Authority, or other entity or organization.

(h.) “State Cannabis Laws” means any Laws issued by a Governmental Authority within the Territory which legalize or regulate cannabis and related products within the Territory, including, for the avoidance of doubt, the Cannabis Regulatory, Enforcement Assistance, and Marketplace Modernization (CREAMM) Act (N.J.S.A. 24:6I-31 et seq) and the Personal-Use Cannabis Rules (N.J.A.C. 17:30-1.1 et seq).

(i.) “Supplier Trademarks” means trademarks, service marks, brand names, and trade names owned or lawfully licensed by Supplier and used to identify the Products.

13. Miscellaneous Provisions

(a.) Ownership of Product Related Intellectual Property Rights.

(i.) Subject to this Agreement, Supplier grants Purchaser a limited, revocable, nonexclusive, nonassignable license to use Supplier Trademarks solely to identify and lawfully market genuine Products purchased hereunder in the Territory. Use must comply with Supplier’s written brand guidelines and applicable Law. No right is granted to use Supplier Trademarks on Purchaser-manufactured, repackaged, or commingled goods without separate written approval. Brand guidelines shall not prescribe resale prices or prohibit independently funded lawful discounts.

(ii.) Supplier or its licensors retain all intellectual property rights in Supplier Trademarks, cultivation methods, proprietary specifications, and other protected know-how. Purchaser acquires title to purchased Products, not ownership of Supplier’s intellectual property. Goodwill from authorized use of Supplier Trademarks inures to Supplier or the applicable owner. Purchaser shall not register confusingly similar marks or claim an affiliation beyond that authorized herein.

(iii.) The trademark license may not be assigned or sublicensed without Supplier’s written consent. Upon termination, Purchaser shall cease new promotional uses except as reasonably necessary to sell through genuine, paid-for, lawfully saleable Products, in compliance with this Agreement. Supplier may require immediate cessation of unlawful or misleading use or use involving recalled or noncompliant Products. Such sell- through permission does not authorize processing or rebranding under Supplier Trademarks.

(b.) Relationship between the Parties. The relationship between Supplier and Purchaser shall be solely that of independent contractors and nothing in this Agreement shall create or be deemed to create an employment relationship, joint venture, partnership or other agency between the parties. Each Party warrants and represents to the other Party that it has not and will not hold itself out as a representative, agent, commission-sales agent, commissionaire, servant, or employee of such other Party for any purpose. Neither party has any right or authority to assume or to create any obligation or responsibility on behalf of the other party. Each party assumes sole responsibility for fully complying with Laws applicable to its own personnel, none of whom shall be deemed employees or agents of the other party. No relationship of exclusivity shall be construed from this Agreement.

(c.) Notices. Formal notices shall be in writing and delivered to the notice address or email identified on the signature page, or a replacement address designated by notice. Notice is effective upon personal delivery, confirmed delivery by nationally recognized overnight courier, or email transmission without a delivery-failure message before 5:00 p.m. Eastern time on a business day; otherwise email notice is effective the next business day. Ordinary orders, confirmations, pricing notices, and operational communications may be sent to designated commercial contacts by email. Urgent safety or recall notices shall be sent immediately by email and followed by telephone contact; these methods do not extend a statutory reporting deadline.

(d.) Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof. All express or implied representations, agreements and understandings with respect to the subject matter hereof, either oral or written, heretofore made are expressly superseded by this Agreement. Schedule A forms part of this Agreement only to the extent completed and accepted for a transaction. Commercial entries may specify Products, quantities, expressly accepted specifications and tolerances, price, delivery arrangements, approved credit terms, and discounts or promotional support expressly approved under Sections 2 and 3, but may not amend the master legal terms except under Section 13(e).

(e.) Amendments. No amendment to, or modification of, this Agreement shall be effective unless it is in writing and signed by both Parties. No course of dealing between the Parties shall be construed to amend or supersede any provision of this Agreement.

(f.) Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. The waiver by a Party of any right hereunder, or of any failure to perform or breach by the other Party hereunder, shall not be deemed a waiver of any other right hereunder or of any other breach or failure by the other Party hereunder whether of a similar nature or otherwise nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(g.) Severability. If any provision of this Agreement is adjudicated to be in violation of applicable Law or otherwise unenforceable, such adjudication shall not affect the other provisions of this Agreement, and the provision in question shall be ineffective only to the extent of that violation or unenforceability, with its remaining enforceable terms continuing in effect.

(h.) Counterparts. This Agreement may be executed electronically (e.g., www.docusign.com) and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(i.) Assignment. Purchaser may not assign this Agreement, delegate performance, or transfer a controlling ownership interest without Supplier’s prior written consent. Supplier may assign to an Affiliate or a successor to its business upon written notice if the assignee holds all required licenses and assumes Supplier’s obligations; any release of the original Supplier requires Purchaser’s written consent. All assignments and ownership changes remain subject to required regulatory approvals. This Agreement binds permitted successors and assigns. The Supplier Protected Parties are intended beneficiaries of Sections 10, 11 and 13(a); otherwise no third-party rights are created.

(j.) Force Majeure. Neither Party is liable for delay or nonperformance to the extent caused by events beyond its reasonable control that it could not reasonably prevent, including fire, flood, severe weather, war, civil disturbance, epidemic, utility interruption, government orders, or crop disease, pest infestation, crop loss, or testing- laboratory interruption not caused by that Party’s failure to comply with Law or required operating procedures. Ordinary market changes, lack of funds, reduced resale demand, and foreseeable capacity shortages are not force majeure. The affected Party shall promptly notify the other, identify affected obligations and expected duration, take reasonable mitigation steps, and resume performance when the impediment ends. Supplier may allocate available production among customers in a fair and reasonable manner consistent with applicable Law and need not purchase substitute products. If an affected shipment remains prevented for thirty (30) days after notice, either Party may cancel that unperformed portion by written notice, and Supplier shall refund the advance attributable to the canceled quantities after applying it against amounts due from Purchaser. After that thirty (30) day period, either Party may terminate this Agreement by written notice if the continuing impediment materially prevents performance of the Agreement as a whole. Payment for delivered Products and accrued obligations remains due.

(k.) Construction. Each Party acknowledges that it is commercially sophisticated and has had a full opportunity to review and negotiate this Agreement and to consult with independent legal counsel of its choosing before executing it. This Agreement shall be deemed jointly drafted, mutually negotiated, and agreed upon by the Parties. No ambiguity shall be construed against either Party on the ground that such Party or its counsel drafted this Agreement or any provision hereof. Defined terms include their corresponding singular or plural forms, as the context requires.

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

SUPPLIER:

EBC Management LLC

By: ____________________________________

Name: Woodley Lopez Title: CEO and Manager

Supplier license number: ____________________

Licensed premises: 220-224 Shreve Street, Mount Holly, NJ 08060

Notice address: ___________________________________

Notice email: _____________________________________

Order contact/email: _______________________________

Date signed: ______________________________________

PURCHASER:

[Purchaser legal name]

By: ____________________________________

Name: ____________________ Title: ____________________

Purchaser license class/number: _____________________

Licensed receiving premises: _______________________

Notice address: ___________________________________

Notice email: _____________________________________

Receiving contact/phone: ___________________________

Date signed: ______________________________________

SCHEDULE A — PURCHASE ORDER / ORDER CONFIRMATION

Complete for each transaction. No order is binding until Supplier accepts it in writing under Section 1(c).

Uncompleted optional terms create no commitment.

Order number/date: ______________________________________________

Purchaser legal name: ___________________________________________

Purchaser license class and number: _____________________________

Licensed delivery address: ______________________________________

Receiving contact, telephone, and hours: _________________________

Purchaser’s authorized receiving agents (names): _________________________

Product form / cultivar / SKU / grade: __________________________

Quantity / unit of measure / pack size: __________________________

Unit price / extended product price: ____________________________

Product Price List version applied: ____________________________

Batch or lot / traceability identifiers (or corresponding manifest): __________________________

Metrc manifest number (completed at shipment): __________________________

Intended licensed use (retail resale / wholesale resale / further manufacturing or cultivation):

__________________________

Expressly agreed quality specifications and tolerances, if any: __________________________

Packaging / storage / handling requirements: ____________________

Applicable testing / COA / release documentation: ________________

Requested delivery date / accepted estimate or expressly firm date: __________________________

Delivery, handling, and insurance charges: _______________________

Applicable taxes and regulatory fees: ___________________________

Purchaser’s NJ resale certificate (Form ST-3) on file: Yes ____ No ____

Payment: First two (2) Purchase Orders payable in cleared funds received before shipment; subsequent Purchase

Orders payable within fourteen (14) calendar days after delivery, subject to Section 2(c) and Supplier’s rights under

Section 2(e). Supplier-approved alternative payment terms, if any: __________________________

Approved discount or rebate; qualifying paid volume, period, deadline, and non-stacking terms:

__________________________

Approved promotional services, budget, required documentation, and reimbursement deadline, if any:

__________________________

Supplier acceptance — name/title/date/email confirmation: __________________________

Purchaser confirmation of changed terms, if required: _____________

This schedule does not alter the master Agreement’s warranties, indemnification, liability limitations, independent

resale pricing, or other legal terms. Any amendment must satisfy Section 13(e).

— End of agreement. Click “I Agree” below, then sign. —