CW Hemp Minimum Advertised Price Policy Effective 1/1/16

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1 CW Hemp Minimum Advertised Price Policy Effective 1/1/16 1. Introduction We recognize that our success is tied to the success of our network of select authorized dealers. We also know that many of our dealers invest significant time and resources to deliver an extraordinary customer experience. We want to protect their ability to do so, while at the same time discouraging pricebased advertising that would be detrimental to our dealers service and support efforts. As a result, CW Hemp has unilaterally established this Minimum Advertised Price ( MAP ) Policy. 2. Policy Statement CW Hemp, in its sole discretion, reserves the right to discontinue doing business with any reseller that advertises any product(s) covered by this MAP Policy at a price lower that the MAP. 3. General Guidelines a. The products covered by this policy are listed in Section 6. ( MAP Products ). CW Hemp may, in its sole discretion, modify this list from time to time. b. MAP does not establish maximum advertised prices. All dealers and distributors may offer CW Hemp products at any price in excess of the MAP established for such product. c. The MAP Policy applies to advertised prices, not the price at which MAP Products are actually sold or offered for sale to an individual in-store or over the telephone. d. Bundling or the inclusion in advertising of free or discounted products (whether made by CW Hemp or another manufacturer) with a product covered by the MAP policy would be contrary to the policy if it has the effect, in CW Hemp s sole discretion, of discounting the advertised price of the covered product below the MAP. e. It is permissible for any authorized reseller of the brand to run, up to, a 25% off event or net cost price as long as the everyday MAP price is indicated in the ad and the event is time framed to indicate a date the event expires, never more than two (2) consecutive weeks. 4. Advertising Guidelines a. The MAP Policy applies to all advertisements of MAP Products in any and all media, including but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, television, radio, and public signage, as well as Internet sites, social media sites, apps, or any other electronic media. b. The MAP Policy does not apply to solely on premise or in-store advertising that is not distributed to customers. c. Website features such as click for price, automated bounce-back pricing s, preformatted responses, forms, and automatic price display for any items prior to being placed in a customer s shopping cart, and other similar features are considered to be communications initiated by the dealer (rather than by the customer) and thereby constitute advertising under this MAP Policy.

2 d. It shall not be a violation of this MAP Policy to advertise that a customer may call for price or for price, or to use similar language, specifically with respect to CW Hemp products, so long as no price is listed. e. This MAP Policy also applies to any activity which CW Hemp determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy, such as solicitations for group purchases and the like. f. It shall not be a violation of this MAP Policy to advertise in general that the reseller has the lowest prices or will match or beat its competitors prices, or to use similar phrases so long as the reseller does not include any advertised price below MAP and otherwise complies with this MAP Policy. g. From time to time, CW Hemp may permit resellers to advertise MAP Products at prices lower than the MAP retail price. In such events, CW Hemp reserves the right to modify or suspend the MAP retail price with respect to the affected products for a specified period of time by providing advance notice to all resellers of such changes. 5. Policy Enforcement a. If a dealer with multiple store locations or e-commerce websites violates this MAP Policy at any one store location, or on any one website, then CW Hemp will consider this to be a violation by the dealer. b. CW Hemp reserves the right to cancel any pending orders, restrict future orders, or suspend dealers accounts if CW Hemp reasonably believes: i. a dealer has violated the provisions of this policy; or ii. a dealer intends to violate this policy. c. CW Hemp is solely responsible for determining whether a violation of the MAP Policy has occurred, as well as determining appropriate sanctions. d. Waivers to this MAP Policy may be granted in CW Hemp s sole discretion by the MAP Policy Administrator in writing. CW Hemp Sales, Marketing, or other personnel are not authorized to modify or grant exceptions to the MAP Policy. e. CW Hemp monitors the advertised prices of dealers, either directly or via the use of third party agencies or tools. Dealers are expected to provide reasonable cooperation in any CW Hemp investigation regarding possible MAP Policy violations. Hindering, obstructing, delaying, or otherwise failing to cooperate with a CW Hemp MAP Policy investigation is a violation of this MAP Policy. f. The MAP Policy will be enforced by CW Hemp in its sole discretion and without notice. Dealers, distributors, resellers, have no right to enforce the MAP Policy. Violations of this policy may result in any of the aforementioned sanctions up to and including termination of our business relationship, as well as any available remedies at law. All questions related to this MAP Policy should be directed to: mapadmin@cwhemp.com.

3 6. MAP Products E-200-IPA-MCT-MC 30 ml Everyday Mint Chocolate 1 fl oz $39.99 E-200-IPA-MCT-MC 100 ml Everyday Mint Chocolate 3.38 fl oz $99.99 E-200-CO2-OOO 30mL Everyday Olive Oil 1 fl oz $39.99 E-200-CO2-OOO 100mL Everyday Olive Oil 3.38 fl oz $99.99 EP-500-IPA-MCT-MC 30mL Everyday Plus Mint Chocolate 1 fl oz $74.99 EP-500-IPA-MCT-MC 100mL Everyday Plus Mint Chocolate 3.38 fl oz $ EP-500-CO2-OOO 30mL Everyday Plus Olive Oil 1 fl oz $74.99 EP-500-CO2-OOO 100mL Everyday Plus Olive Oil 3.38 fl oz $ EA-5000-IPA-MCT-MC 30mL Everyday Advanced Mint Chocolate 1 fl oz $ EA-5000-IPA-MCT-MC 100mL Everyday Advanced Mint Chocolate 3.38 fl oz $ EA-5000-IPA-OOO 30mL Everyday Adanced Olive Oil 1 fl oz $ EA-5000-IPA-OOO 100mL Everyday Advanced Olive Oil 3.38 fl oz $ SIM-HEMP CW SiMPLY HEMP 30 capsules $34.99

4 SIM-HEMP CW SiMPLY HEMP 60 capsules $59.99 SIM-HEMPE CW SiMPLY HEMP+EXTRA 30 capsules $69.99 SIM-HEMPE CW SiMPLY HEMP+EXTRA 60 capsules $ PAWS-MCT CW Paws MCT 1 fl oz $74.99 PAWS-MCT CW Paws MCT 3.38 fl oz $ TOP-CRM-UN-2-5OZ Hemp Infused Cream Unscented 2.5 oz $49.99 TOP-CRM-SOOTH-2-5OZ Hemp Infused Cream Soothing Scent 2.5 oz $49.99 TOP-BLM-SOOTH-0-5OZ Hemp Infused Balm Soothing Scent 0.5 oz $14.99 TOP-BLM-SOOTH-1-5OZ Hemp Infused Balm Soothing Scent 1.5 oz $39.99 I, the undersigned, hereby acknowledge my comprehension of the above stated policy and my agreeance to comply with all minimum advertised pricing outlined in this document. I understand that should I be found non-compliant, in any way, of this agreement, CW Hemp retains the right to nullify business relations between our two parties. CWB Holdings, Inc. Mark Kuspa VP of Sales Company: Contact: Title:

5 RETAILER AGREEMENT This Retailer Agreement governs the purchase by ( Retailer ) from Super Natural Distributors ( Distributor ), for resale of products (the Products ) produced or sold by CWB Holdings, Inc. d/b/a CW Hemp ( Company ). Distributor has obligations to Company under a Product Distribution Agreement under which Distributor has acquired rights to sell the Products to Retailer, and Retailer agrees to be bound by the conditions on this page regarding Retailer s sale of the Products obtained by Distributor. In consideration of Company s permission for Retailer to re-sell the Products purchased from Distributor, and the mutual covenants and promises contained herein, the sufficiency of which is hereby acknowledged, Retailer, hereby agrees for the benefit of Company and Distributor as follows: 1. Retailer may not sell Products on third party e-commerce portals or sites including but not limited to Amazon.com, ebay.com, creaigslist.org, Facebook Marketplace or other sites or mobile applications, without prior written approval from Company. 2. Retailer may sell products on its own e-commerce site only with prior written approval of Company. 3. Retailer shall comply with Company s manufacturer s minimum advertised price policy, and may not offer every-day low pricing if such would be in violation of Company s minimum advertised price policy, as such policy may be changed from time to time by Company solely at Company s discretion. 4. Retailer may not re-label, re-package, dilute or otherwise modify Company s Products, or any of Company s packaging, trademarks, or promotional materials. 5. Retailer may not make any claims in any medium, including print, direct mail, , websites, and social media regarding testimonials, efficacy, physiological or health effects, ability to treat or cure any disease, or structure and function of Company s Products. 6. Retailer may not offer samples or tester programs without prior written approval of Company. 7. Retailer acknowledges Distributor may notify Company of Retailer s actions regarding the Products which violate Retailer s obligations hereunder. 8. Company or Distributor may revoke Retailer s right to re-sell Products at any time upon Company s or Distributor s determination in their sole discretion that Retailer has violated its obligations on this page. Upon notification from Company or Distributor of such revocation, Retailer shall immediately cease all sales of the Products and shall remove Company s promotional materials and branded information from Retailer s advertising including print, digital, and social media. Retailer waives any claim against Company and Distributor regarding such revocation. 9. Retailer acknowledges that federal, state, and local laws pertaining to cannabidiol ( CBD ), including hemp-derived CBD products like the Products, vary by jurisdiction. Retailer shall comply with all laws, and Retailer assumes all liability with regard to Retailer s purchase, possession, use and sale of the Products. Retailer waives any claim against Company and Distributor, and Company and Distributor are not responsible for, any claim for damages against Retailer arising from a criminal or civil enforcement action against Retailer, arising from or related to Retailer s possession or resale of the Products, or any claim against Retailer arising from a Product user testing positive for CBD, marijuana, hemp, or other hemp related compounds. Accepted and Agreed: Distributor: Super Natural Distributors Signature:_Patricia Calvy Retailer: Signature: Printed Name: Patricia Calvy Printed Name: Date: FEIN: Date: FEIN: Retailer s SND Customer #: