Americanna Wellness Inc.

1788 Midway Lane Bellingham, WA 98226
1-888-442-2702

Thank you for your interest in marketing our products. We are sure you will do very well and we look forward to working with you.
Attached is our “Partner Resale Agreement,” which establishes the terms and conditions of our relationship. The following summarizes what our agreement says:
1) We want you to be our resale partner/retailer for our products in your area.
2) You will pay the prices spelled out in the agreement, but we will notify you of any changes. If we increase our prices, provided you make a timely request, we will cancel unshipped orders or issue a price credit for recently shipped orders.
3) We will do our best to fulfill your product orders, assuming we have stock on hand. However, if you haven’t paid us for amounts you owe, we may hold further shipments until you send us the money.
4) We stand behind our products. If something is wrong, we will refund your money and will not be liable for anything more.
5) We’re not related in any way except that you sell our stuff.
6) You’ll do everything you can to promote and sell our stuff to appropriate customers.
7) We own our trademarks, but you can use them under certain conditions.
8) This is our entire agreement. If we change any part of it, we’ll do so in writing, in which case the
change will become part of our agreement.
9) We’ll keep each other’s secrets confidential.
10) We won’t break any laws.
11) We’re off the hook in the event of an “act of God.”
12) No matter what, we’ll use binding arbitration in the event of a dispute and live with the arbitrator’s decision, whether we like it or not. We acknowledge that we both want to prevent any dispute from escalating to an expensive court battle.
13) In general, we agree to the typical contract stuff.
Thank you for choosing to do business with Americanna Wellness, Inc. If you have any questions, please
feel free to contact me. We look forward to a profitable relationship together.

Sincerely,
Laurent Bentitou, CEO

Partner Resale Agreement

Effective Date: September 01, 2023
Agreement is by and between Americanna Wellness Inc. (“Company”), a Delaware corporation located at 1788 Midway Lane Bellingham, WA 98226 and our wholesale and retail partners (“Reseller”).

Summary
Company and Reseller agree that Reseller will act as an authorized resale partner for Company-developed products according to the following terms and conditions:

1. Appointment & Territory
1.1 Company appoints Reseller as an authorized, non-exclusive retailer/reseller for the Company products listed in Exhibit A (“Company Products”) during the Term (as defined in Section 10 below) of this Agreement. Reseller may not sell Company Products online or outside the geographic area identified in this Agreement.
1.2 Reseller acknowledges that Company may market other products, including products that may compete with Company Products, without making such products available to Reseller. Company reserves the right to advertise, promote, and sell any product in competition with Reseller as Company deems appropriate.
1.3 Company reserves the right to sell Company Products to, and fulfill orders from distributors, other resellers, and end-user consumers.

2. Prices & Payment Terms
2.1 Reseller will purchase Company Products at the prices and on the terms provided in Exhibit B, which prices and terms Company may change at any time by providing thirty (30) days written notice to Reseller. Any orders Company receives after the effective date of a price change will be invoiced to Reseller at the new prices.
2.2 If Company increases its prices, Reseller may (a) cancel any unshipped order before the order is shipped and/or (b) receive a price credit for recently shipped orders, in either case provided Reseller makes the request within ten (10) Days) after receiving notice of the price increase.
2.3 In the event Company decreases its prices, Company will credit Reseller for any unsold Company Products shipped to Reseller within thirty (30) Days) prior to such price decrease by crediting Reseller with the amount equal to the difference between the price at which such products were sold to Reseller and the decreased prices for such products. Reseller will supply Company with documentation confirming the quantity of unsold Company Products and the prices Reseller paid for them, and Company will have the right to audit the accuracy of such documentation during normal business hours.
2.4 Reseller has the right to determine its own resale prices to Reseller’s customers. Company will not require that any particular price be charged by Reseller for any Company Product or to grant or withhold any treatment to Reseller based on Reseller’s pricing policies. Reseller agrees that it will promptly report directly to a Company officer any effort by a Company representative to interfere with Reseller’s pricing policies.
2.5 All Reseller orders require payment in advance by check, money order, credit card, or ACH, unless

Company approves and agrees to special credit terms with Reseller. If Company agrees to credit terms with Reseller, payment for any order subject to such terms will be due within thirty (30) days from the date the order is shipped. Invoices that Reseller does not pay within this period will incur a service charge at the rate of two percent (2%) per month, or equal to the highest rate permitted by law, on any outstanding invoice balance.

2.6 Notwithstanding any other terms in this Agreement, should Reseller default on payment of a Company invoice when due or fail to comply with any provisions in this Agreement, Company may, in its discretion, elect to enforce the invoice terms or cancel the sale of Company Products listed on the invoice. If Company elects to cancel a sale of Company Products previously shipped to Reseller, Company may repossess such products upon ten (10) days prior written notice and take such other action as it may deem necessary to protect its interest. The remedies contained in this Section 2.6 are cumulative and in addition to all other rights and remedies of Company.
2.7 Reseller prices do not include state and local taxes. Reseller will pay these taxes invoiced by Company unless Reseller has provided Company an appropriate resale exemption certificate.
2.8 Reseller entirely assumes the risk of collection for payments owed to Reseller by its customers, with no recourse against Company.

3. Shipments, Cancellations, & Changes
3.1 Company will use its best efforts to ship orders promptly upon Company’s acceptance and by their scheduled shipment dates, but reserves the right to equitably allot available inventory of Company Products, in Company’s discretion, among its various resellers, distributors, and end-user consumers.
Company will not be liable for a shipping delay for any reason.
3.2 Reseller may request shipment of Company Products up to ninety (90) days after the order date. Shipments are subject to availability, and in Company’s discretion, Company reserves the right to schedule and reschedule any shipment, or decline any order, for credit reasons, because the order specifies an
unreasonably large quantity, or because the order includes unreasonable shipping terms.
3.3 In the event Reseller fails to promptly and faithfully discharge any of its obligations in this Agreement, Company may suspend future shipments to Reseller.
3.4 Reseller may cancel a scheduled shipment or request a change in a scheduled shipment date at no charge up to 5 (five) working days before the scheduled shipment date. A cancellation or requested change prior to shipment will be subject to a charge of five percent (5%) of the total price for the Company
Products scheduled to be shipped. Reseller may not cancel or change an order after shipment except as provided in Sections 2.2 and 2.3 herein.
3.5 Title to Company Products and risk of loss and damage will pass to Reseller F.O.B. shipping point upon Company’s delivery to a common carrier.

4. Warranty & Limitation of Remedies
4.1 If any Company Product is proven to Company’s satisfaction to have been defective when shipped to Reseller, Company will, in its discretion, make an appropriate adjustment to the original sales price to Reseller for such product or repair or replace the defective product.
4.2 If Reseller determines that any Company Product that Company sold to Reseller is defective, Reseller may request an adjustment to the original sales price, or a repair or replacement, within ninety (30) days after its shipment to Reseller. Reseller will not return or ship any Company Product to Company without a Return Authorization Number, which can be obtained by emailing or calling Company’s customer service department. Company will not unreasonably withhold approval for Reseller’s request, but such approval will be based solely on whether the Company Product is in fact defective. Reseller and Company agree that the procedures provided in Sections 4.1 and 4.2 herein for a price adjustment or for a return and repair or replacement of a defective Company Product will be Reseller’s exclusive remedy for any claim relating to such product.

4.3 As more fully detailed in a written limited warranty that Company will include with each Company Product, the terms of which Company may change from time to time, such warranty provides each Reseller’s original, end-user customer with such customer’s only remedy with respect to any Company Product sold under this Agreement. Apart from the limited warranty referenced in this Section 4.3, COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTY TO RESELLER OR RESELLER’S CUSTOMERS REGARDING ANY COMPANY PRODUCT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
4.4 The remedies provided in this Agreement, including the procedure for returning defective Company Products described in Section 4.2 herein, are Reseller’s sole and exclusive remedies. Company will not be liable to Reseller or Reseller’s customers for any direct, indirect, special, incidental, or consequential damages whether based on contract, tort, or any other legal theory.
4.5 Except for Company Products that are deemed defective pursuant to Section 4.1 herein and, in Company’s discretion, returned pursuant to Section 4.2 herein, Company shall not be obligated to accept any Company Products that Reseller returns or requests to return. In the event such returns are accepted, Company may impose a 15% restocking fee.

5. Relationship
5.1 Reseller’s relationship to Company will be that of an independent contractor engaged in purchasing Company Products for resale to Reseller’s customers. Reseller and its employees are not agents or legal representatives of Company for any purpose and have no authority to act for, bind, or commit Company.
Reseller and Company agree that this Agreement does not establish a franchise, joint venture, or partnership. Any commitment made by Reseller to its customers with respect to quantities, shipment, delivery, modifications, o r suitability of any Company Product for Reseller’s customer or in specific applications will be Reseller’s sole responsibility, unless Reseller obtains Company’s prior written consent.
5.2 Reseller has no authority to modify the limited warranty referenced in Section 4.3 herein or to make any other commitment on behalf of Company.

6. Sales Promotion & Support
6.1 Reseller will use its best efforts in good faith to promote, demonstrate, and sell Company Products on a face-to-face basis in an end-user retail environment so as to create the largest volume of profitable business for Company, to ensure the highest quality of pre-sale and post-sale support to end users, and to promote the goodwill, name, and interest of Company and Company Products. Reseller will train, educate, and maintain an adequate number of employees to properly promote, demonstrate, sell, and provide post-sale support for Company Products, and to otherwise carry out its obligations under this Agreement.
Reseller will ensure that its employees complete appropriate sales, product, and merchandising training programs as scheduled by Company. Reseller will sell Company Products only at its approved facility listed in Exhibit C and only to end-user consumers, including government and corporate users, as well as individual users.
6.2 Reseller will use its best efforts in good faith to ensure that its customers are provided with accurate information about Company Products, including about the limited warranty referenced in Section 4.3 herein, and with appropriate contact information and procedures for reporting any issues or defects
with Company Products to Company.

6.3 Reseller may sell Company Products purchased during the Term to other resellers that Company currently authorizes to carry such Company Products, as necessary for stock balancing or other purposes, provided Company gives Reseller prior written consent. Reseller may not otherwise sell Company Products
to other resellers or distributors.
6.4 Reseller will provide Company with monthly sales reports that include the number and specific types of Company Products Reseller sold to end-user customers during the prior month, the customers’ zip codes, and the customers’ dates of purchase.
6.5 Reseller will permit Company, during normal business hours, to inspect Reseller’s sales and/or distribution facility, and all of Reseller’s customer records and correspondence related to the sale and support of Company Products.

7. Indemnification
7.1 Company agrees to protect Reseller and hold Reseller harmless from any loss or claim arising out of inherent defects in any Company Product existing at the time Company ships such product to Reseller, provided that Reseller gives Company immediate written notice of any such loss or claim and cooperates fully with Company in the handling thereof.
7.2 Reseller agrees to protect Company and hold Company harmless from any loss or claim arising out of Reseller’s intentional or negligent actions, including any actions of Reseller’s agents, employees, contractors, or representatives, or any representations or warranties made by the foregoing that exceed Company’s limited warranty referenced in Section 4.3 herein, related to Reseller’s sale of Company Products to Reseller’s customers or to Reseller’s agents, employees, contractors, or representatives’ demonstration, sale, or use of Company products.

8. Trademark & Tradename Usage & Licensing
8.1 From time to time, Company may designate one or more Company trademarks identified in Company materials as available for Reseller’s authorized use and will provide standards and procedures for Reseller’s use. Reseller will use the designated trademarks solely in advertising and promoting  Company Products according to Company’s standards and procedures and in good taste and in a manner that preserves the marks’ value and Company’s rights to them.
8.2 Reseller will not alter any Company trademark and will not use any Company trademark or trade name in any way that implies Reseller is an agent,   representative, branch, division, or department of Company. Reseller will immediately change or discontinue any use of any Company trademark or trade name as requested by Company.
8.3 Reseller has no right, title, or interest in any Company trademark or trade name and is not authorized to use any Company trademark or trade name, other than the marks and trade names designated pursuant to Section 8.1 herein. Any rights in any Company trademark or trade name acquired through Reseller’s use belong solely to Company. Reseller will not contest Company’s right to exclusively use any of the trademarks or trade names used or claimed by Company.
8.4 Unless Company provides Reseller its prior written consent, Reseller will not copy, modify, or use any Company materials supplied to Reseller pursuant to this Agreement or otherwise obtained by Reseller, except as noted in Exhibit B. Reseller will not remove or omit any trademark or copyright notice contained in Company materials.

9. Confidentiality
Reseller agrees to maintain confidential and protect any Company confidential information furnished by Company or otherwise obtained by Reseller, whether or not such information is designated or labeled as confidential, in the same manner that Reseller protects its own confidential information.

10. Term & Termination
10.1 Unless earlier terminated as provided in Section 10.2 herein, the term of this Agreement shall commence on the Effective Date and shall continue for one (1) year (the “Term”). At the end of the Term, the Agreement shall continue until terminated by either party upon at least thirty (30) days prior written notice to the other party.
10.2 Company may terminate this Agreement immediately upon written notice to Reseller upon any of the following events:

• Failure of Reseller to fulfill or perform any one of its duties, obligations, or agreement, which failure is not cured within thirty (30) days following written notice from Company;
• Any assignment by Reseller of any interest, or delegation of Reseller’s obligations, that is not authorized in this Agreement without Company’s prior written consent;
• Any sale, transfer, or relinquishment, voluntary or involuntary, by operation of law or otherwise, of a material interest in the direct or indirect ownership, or any change in the management, of Reseller;
• Failure of Reseller for any reason to function in the ordinary course of business;
• Conviction in a court of competent jurisdiction of Reseller, or of a significant partner, principal officer, or major stockholder of Reseller, for any violation of law that, in Company’s opinion, has or will adversely affect Company’s operation, business, good name, goodwill, reputation, or products;
or
• Reseller’s submission to Company of a fraudulent report or statement, including, without limitation, any fraudulent claim for refund, credit, price adjustment or discount, reimbursement, or other payment by Company.

10.3 Upon termination of this Agreement, Reseller shall cease to be an authorized reseller of Company. All amounts that Reseller owes to Company will, notwithstanding prior terms of sale, become immediately due and payable, and all unshipped orders will be cancelled without liability of either party to the other.

11. General Provisions
11.1 Publicity. Neither party will make any public announcement or issue any press release concerning the terms of this Agreement without the prior written consent of both parties.
11.2 Governing Law & Jurisdiction. This Agreement and the parties’ actions under it shall be governed by and construed under the laws of the state of Washington without reference to conflict of law principles. The parties hereby expressly consent to the jurisdiction and venue of the federal and state courts within the state of Washington. Each party hereby irrevocably consents to the service of process in any such action or proceeding and will mail copies thereof by registered or  certified mail, postage prepaid, to the other party at its address set forth in the preamble of this Agreement, such service to become effective thirty (30) days after such mailing.
11.3 Entire Agreement. This Agreement, including the attached exhibits, constitutes the entire agreement between both parties concerning this transaction and replaces all previous communications, representations, understandings, and Agreements, whether verbal or written between the parties to this Agreement or their representatives. No representations or statements of any kind made by either party or their representatives that are not expressly stated in this Agreement shall be binding on the parties.

11.4 All Amendments in Writing. No waiver, amendment, or modification of any provisions in this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom such waiver, amendment, or modification is sought to be enforced. Furthermore, no provisions in any purchase order or other business form employed by either party will supersede the provisions in this Agreement.
11.5 Notices. Any notice required or permitted by this Agreement shall be deemed given if sent by registered mail, postage prepaid with return receipt requested, and addressed to the other party at the address set forth in the preamble of this Agreement or at such other address for which such party gives notice in accordance with this Section 11.6. Delivery shall be deemed effective three (3) days after deposit with a postal authority.
11.6 Costs of Legal Action. In the event any action is brought to enforce this Agreement, the prevailing party shall be entitled to recover its costs of enforcement including, without limitation, attorneys’ fees, arbitration costs, and court costs.
11.7 Inadequate Legal Remedy. Both parties understand and acknowledge that a party’s violation of its respective covenants and obligations in this Agreement may cause the other party irreparable harm and damage that may not be recovered at law, and each agrees that the other’s remedies for breach of this
Agreement may be in equity by way of injunctive relief, as well as for damages and any other relief available to the non-breaching party, whether in law or in equity.
11.8 Arbitration. Any dispute relating to the interpretation or performance of this Agreement shall be resolved at the request of either party through binding arbitration. Arbitration shall be conducted in Whatcom County, in accordance with the then-existing rules of the American Arbitration Association. Judgment upon any arbitration award may be entered by any state or federal court having jurisdiction. Both parties intend that this agreement to arbitrate be irrevocable.
11.9 No Waiver. The failure or delay of either party to exercise in any respect any right provided in this Agreement shall not be deemed a waiver of any right or remedy to which the party is entitled under this Agreement or otherwise.
11.10 Force Majeure. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any act of God, strike, fire, flood, governmental act, order, or restriction, Internet system unavailability, material system malfunction, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (a “Force Majeure Event”), the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance. Failure to meet a due date for performance resulting from a Force Majeure Event shall extend such due date for a reasonable period. However, if the affected party’s period of nonperformance exceeds sixty (60) days from the other party’s receipt of notice of the Force Majeure Event, such other party, by giving written notice to the affected party, may terminate this Agreement effective immediately or at such later date as specified in the notice.
11.11 Assignability & Binding Effect. Except as expressly set forth in this Agreement, neither party may assign or transfer, directly or indirectly, this Agreement or its rights and obligations hereunder without the express written consent of the other party, not to be unreasonably withheld; provided, however, that both parties shall have the right to assign or otherwise transfer this Agreement to any parent, subsidiary, or affiliated entity, or pursuant to any merger, consolidation, or  reorganization, provided that any such assignee or transferee agrees in writing to be bound by the terms of this Agreement prior to such assignment or transfer. Subject to this Section 11.12, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, and assigns. Any assignment or transfer requiring the express written consent of the other party made without such consent is deemed null and void.

11.12 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, this Agreement, including all of its remaining provisions, will remain in full force and effect as if such invalid or unenforceable term had never been included.
11.13 Cumulative Rights. Any specific right or remedy provided to either party in this Agreement will not be exclusive but will be cumulative to all other rights and remedies described in this Agreement and allowed under applicable law.
11.14 Headings. The titles and headings of the various sections in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify, or place any construction upon or on any of the provisions of this Agreement.
11.15 Counterparts. This Agreement may be executed in multiple counterparts, any one of which will be considered an original, but all of which will constitute one and the same instrument.
11.16 Survival of Certain Provisions. Company’s limited warranty referenced in Section 4.3 herein, the parties’ indemnification obligations set forth in Section 7 herein, and the parties’ confidentiality obligations set forth in Section 9 herein shall survive this Agreement’s termination by either party for any reason.

Understood, Agreed, & Approved
Reseller has carefully reviewed this Agreement and agrees to and accept all of its terms and conditions.

Exhibit A

Company Products

PRODUCT LISTING

Exhibit B

Pricing

PARTNER RESALE PRICING