Authorization as Distributor for the Term Clause Samples

Authorization as Distributor for the Term. (a) EWSD is authorized, for the Term, to act as Whole hemp’s distributor to sell Product at a minimum price of [*] per milligram of Product (“Minimum Price”), subject to the provisions of Section 1.4 and on the terms and conditions set forth herein. [*] CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (b) The Parties mutually agree on a sales target of one hundred (100) kilograms of Product per month, but that EWSD shall have the right to sell more or less than the targeted quantity. If Whole Hemp’s costs of goods sold declines by at least twenty percent (20%) during any Crop Season, then the Minimum Price shall be reduced, effective for the immediately following Crop Season, by a percentage equal to the average percentage decline in costs of goods sold for the prior Crop Season. The Parties will meet and confer within forty five (45) days following each Crop Season to confirm the amount of the adjustment, if any. Prior to the meeting, Whole Hemp shall provide to EWSD financial statements, or other financial information reasonably acceptable to EWSD, for purpose of determining the adjustment to the Minimum Price, if any (c) For the absence of doubt, if a transaction is proposed at less than the Minimum Price, the “meet or release” provisions of Section 1.4 will permit the Parties to either decline the sale or accept a sale at less than the Minimum Price.