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HERBAL BRANDS, INC. AUTHORIZED RESELLER POLICY

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Effective Date: November 1, 2019

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This Herbal Brands, Inc. Authorized Reseller Policy (“Reseller Policy”) is issued by Herbal Brands, Inc. f.k.a. BNG Enterprises (“Herbal Brands”) and applies to Authorized Resellers of Herbal Brands products (“Product(s)”) in the United States of America. By purchasing Products for retail sale from either an Authorized Herbal Brands Distributor or from Herbal Brands directly, you (“Reseller”) agree to adhere to the following terms. Until such status is otherwise revoked by Herbal Brands in Herbal Brands’ sole and absolute discretion, Reseller shall be considered an “Authorized Reseller” hereunder. Herbal Brands may review Reseller’s activities for compliance with this Reseller Policy, and Reseller agrees to cooperate with any investigation, including, but not limited to, permitting inspection of Reseller’s facility and records related to the sale of the Products. This Reseller Policy supersedes BNG Enterprises, Inc. Brand Protection Policy for Distributors effective as of June 1, 2018.

1. Authorized Customers. Reseller is only authorized to sell Products to End Users. An “End User” is a purchaser of the Products who is the ultimate consumer of the Products and who does not intend to resell the Products to any third party. Reseller shall not sell or transfer Products to any person or entity Reseller knows or has reason to know intends to resell the Products. Reseller shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use. Reseller shall not sell, ship, invoice, or promote the Products outside the United States of America without Herbal Brands’ prior written consent.

2. Online Sales. Reseller shall not advertise or sell Products on or through any website, online marketplace (including, but not limited to, Amazon), mobile application, or other online forum without the prior written consent of Herbal Brands, granted through execution by Herbal Brands of the Herbal Brands, Inc. Authorized Online Seller Agreement. The terms of this Reseller Policy supersede any prior agreement between Herbal Brands and Reseller regarding the sale of the Products on or through websites, mobile applications, and other online forums. Any authorization previously granted to Reseller by Herbal Brands and/or BNG Enterprises, Inc. to sell the Products on or through a website, mobile application, or other online forum is hereby revoked.

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3. Sales Practices. Reseller shall conduct its business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time. Reseller shall not make any warranties or representations concerning the Products except as expressly authorized by Herbal Brands. Reseller shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products. Reseller shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Herbal Brands. Reseller is responsible for obtaining and keeping current on all licenses or other filings related to doing business. Within 10 business days after receipt of this Reseller Policy, Reseller shall forward a copy of its resale certificate to Herbal Brands at [email protected], and Reseller shall promptly forward a copy of any updates or renewals thereto.

4. Product Care, Customer Service, and Other Quality Controls.

(a) Reseller shall comply with all instructions provided by Herbal Brands regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Reseller shall store Products in a cool, dry place, away from direct sunlight. To ensure freshness, Product inventory shall be managed in a “first-in, first-out” manner, with older inventory being sold before newer inventory of the same Product.

(b) Reseller shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations are not permitted. Reseller shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Reseller shall not tamper with, deface, or otherwise alter any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging. Reseller shall not alter or dilute Products.

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(d) Promptly upon receipt of the Products, Reseller shall inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is Herbal Brands, Inc. Authorized Reseller Policy identified, Reseller must not offer the Product for sale and must promptly report the Defect to Herbal Brands at [email protected].

(e) Reseller shall inspect its inventory regularly for

(i) Products in non-current packaging

(ii) discontinued Products,

(iii) expired Products or

(iv) Products within 90 days of expiration (collectively, “Non[1]Current Products”) and shall remove those Non-Current Products from its inventory. Reseller shall not sell any Non-Current Products. Reseller shall destroy or dispose of Non-Current Products in accordance with instructions provided by Herbal Brands.

(f) Reseller shall be familiar with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise customers on the selection and safe use of the Products, as well as any applicable warranty, guarantee, or return policy. 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.

(g) Reseller shall cooperate with Herbal Brands with respect to any Product tracking systems that may be implemented from time to time.

(h) Reseller shall cooperate with Herbal Brands with respect to any Product recall or other consumer safety information dissemination efforts.

(i) Reseller shall report to Herbal Brands any customer complaint or adverse claim regarding the Products of which it becomes aware. Reseller shall assist Herbal Brands in investigating any such complaints or adverse claims.

(j) Reseller shall cooperate with Herbal Brands in the investigation and resolution of any quality or customer service issues related to Reseller’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling.

5. Intellectual Property. Reseller acknowledges and agrees that Herbal Brands owns all proprietary rights in and to the Herbal Brands brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Herbal Brands IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Herbal Brands IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Reseller’s status as an Authorized Reseller. All goodwill arising from Reseller’s use of the Herbal Brands IP shall inure solely to the benefit of Herbal Brands. Reseller’s use of the Herbal Brands IP shall be in accordance with any brand guidelines that may be provided by Herbal Brands from time to time, and must be commercially reasonable as to the size, placement, and other manners of use. Herbal Brands reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Herbal Brands IP at any time, without limitation. Reseller shall not create, register, or use any domain name or any mobile application that contains any Herbal Brands product name or any trademark owned by Herbal Brands, nor a misspelling or confusingly similar variation of any Herbal Brands product name or any trademark owned by Herbal Brands.

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6. Termination. If Reseller violates this Reseller Policy, Herbal Brands reserves the right to terminate Reseller’s status as an Authorized Reseller with written or electronic notice. Upon termination of a Reseller’s status as an Authorized Reseller, Reseller shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Reseller is an Authorized Reseller of Herbal Brands Products or has any affiliation whatsoever with Herbal Brands; and (iii) using all Herbal Brands IP.

7. Modification. Herbal Brands reserves the right to update, amend, or modify this Reseller Policy at any time. Unless otherwise provided, such amendments will take effect immediately and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the Herbal Brands IP, or use of any other information or materials provided by Herbal Brands to Reseller will be deemed Reseller’s acceptance of the amendments.

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