TERMS AND CONDITIONS OF SALE

1. Applicability. These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of product (“Product”) by MPM-C Marshall LLC and MPM-P Marshal LLC (collectively “Common Citizen”) to any customer (“Customer”). The accompanying LeafLink Purchase Order (the “Purchase Order”) if applicable, in addition to any future purchase order and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Customer’s general terms and conditions of purchase regardless whether or when Customer has submitted its purchase order or such terms. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each
2. Regulatory Compliance. This Agreement is subject to strict requirements for ongoing regulatory compliance by the parties hereto, including, without limitation, requirements that the parties take no action in violation of either the Michigan Medical Marihuana Facilities Licensing Act or Regulation and Taxation of Marihuana Act (together with all related rules and regulations thereunder and any successor or replacement thereto, the “Marihuana Act”) or the guidance or instruction of the Michigan Cannabis Regulatory Agency (including any successor governmental authority, the “Regulator”). The parties acknowledge and understand that the Marihuana Act and/or the requirements of the Regulator are subject to change and are evolving as the marketplace for state-compliant cannabis businesses continues to evolve. If necessary or desirable to comply with the requirements of the Marihuana Act and/or the Regulator, the parties hereby agree to (and to cause their respective affiliates and related parties and representatives to) use their respective commercially reasonable efforts to take all actions reasonably requested to ensure compliance with the Marihuana Act and/or the Regulator, including, without limitation, negotiating in good faith to amend and restate, supplement, or otherwise modify this agreement to reflect terms that most closely approximate the parties’ original intentions but are responsive to and compliant with the requirements of the Marihuana Act and/or the Regulator. In furtherance, not in limitation of the foregoing, the parties further agree to cooperate with the Regulator to promptly respond to any informational requests, supplemental disclosure requirements, or other correspondence from the Regulator and, to the extent permitted by the Regulator, keep all other parties hereto fully and promptly informed as to any such requests, requirements, or
3. Delivery. Unless otherwise agreed in writing on the associated Purchase Order, Common Citizen shall facilitate the delivery of the Product by a Marihuana Transporter (as defined under the Marihuana Act) of its choosing, licensed pursuant to same, within a reasonable time after the execution of the Purchase Order, subject to availability. The Product will be delivered using Common Citizen’ standard methods for packaging and delivery unless otherwise agreed on the Purchase Order. Common Citizen will remain liable for loss or damage in transit unless Customer facilitates the use of its own, chosen, Marihuana Transporter, in which case any such liability is expressly disclaimed by Common Citizen. Upon delivery to Customer’s indicated facility/establishment, risk of loss of the Product shall pass to Customer. Under no circumstances shall Common Citizen be liable for any delays in transit. For orders exceeding $5,000 (excluding taxes and delivery), Common Citizen shall be responsible for associated Marihuana Transporter fees. In all other cases, Customer agrees that all Marihuana Transporter fees will be passed through to Customer and included in the associated final invoice amount. If, for any reason, Customer fails to accept delivery of any Product or if Common Citizen is unable to deliver Product because Customer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss of the Product shall pass to Customer; (ii) the Product shall be deemed to have been delivered; and (iii) Common Citizen, at its option, may store the Product until Customer facilitates its transport in accordance with the Marihuana Act, whereupon Customer shall be liable for all related costs and expenses (including, without limitation, shipping, storage and insurance).
4. Inspection, Rejection of Nonconforming Product and Restocking Fee. Customer shall inspect the Product upon receipt. Customer will be deemed to have accepted the Product unless it notifies Common Citizen in writing of any Nonconforming Product within three (3) days of receipt and furnishes such written evidence or other documentation as required by Common Citizen. “Nonconforming Product” means only the following: (i) Product shipped is different than identified in the Purchase Order or (ii) Product’s label or packaging incorrectly identifies its contents. If Customer timely notifies Common Citizen of any Nonconforming Product, Common Citizen shall, in its sole discretion, (i) replace such Nonconforming Product with conforming Product or (ii) credit or refund the Price for such Nonconforming Product. Customer acknowledges and agrees that the remedies set forth in this Section are Customer’s exclusive remedies for the delivery of Nonconforming Product. Except as provided under this Section and with regard to any express warranty provided in Section 8 below, all sales of Product to Customer are made as-is and on a one-way basis, meaning Customer has no right to return Product purchased under this Agreement to Common Citizen. In the event Customer refuses to accept Product (i) for its convenience or (ii) based upon a false assertion that it is Nonconforming Product, Customer agrees to reimburse Common Citizen for the cost of any associated Marihuana Transporter fees and shall be charged a re-stocking fee equal to 5% of the Prices (defined below) of the Product wrongfully rejected (collectively “Rejection Charges”).  Customer shall satisfy any outstanding Rejection Charges as a precondition of Common Citizen’ acceptance of any future orders of or requests for Product. 
5. Price; Payment Terms. Customer shall purchase the Product from Common Citizen at the prices (the “Prices”) set forth in the Purchase Order. All Prices are exclusive of applicable sales, use and/or excise taxes. Customer is responsible for all such charges, costs and taxes and such amounts shall be included in Customer’s final invoice. Customer shall pay all amounts due to Common Citizen in accordance with the payment terms set forth in the Purchase Order. Unless otherwise specified and agreed to in writing in the Purchase Order, Customer shall remit payment upon delivery of Product, unless written notice of Nonconforming Product is made in conformance with Section 4 herein. Customer shall make all payments hereunder in US dollars. Customer shall be charged interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Open balances must be satisfied by Customer as a precondition of Common Citizen’s acceptance of any future order of or requests for Product. Customer shall reimburse Common Citizen for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Common Citizen does not waive by the exercise of any rights hereunder), Common Citizen shall be entitled to suspend the delivery of any Product if Customer fails to pay any amounts when due hereunder and such failure continues for ten (10) days following written notice thereof. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Common Citizen.
6. Marketing Obligations and Restrictions. The following apply to Customer’s use, advertisement and/or resale of the Product:
   1. Customer shall: (i) observe all directions and instructions given to it by Common Citizen in relation to the marketing, advertisement, and promotion of the Product; and (ii) market, advertise, promote, and resell Product and conduct business in a manner that reflects favorably at all times on the Product and the good name, goodwill, and reputation of Common Citizen.
   2. Customer shall not, directly or indirectly: (i) engage in any unfair, competitive, misleading, or deceptive practices respecting the Product or Common Citizen’s name, trademarks, brands, product names or logos (the “Common Citizen Marks”), including any product disparagement, mislabeling or “bait-and-switch” practices; (ii) take any action that may interfere with any of Common Citizen’ rights in or to the Common Citizen Marks, including Common Citizen’ ownership or exercise thereof; (iii) engage in any action that tends to disparage, dilute the value of, or reflect negatively on Common Citizen, the Product, or any of the Common Citizen Marks; (iv) alter, obscure, or remove any of the Common Citizen Marks or any other proprietary rights notices placed on the Product, marketing materials, or other materials that Common Citizen may provide; (v) place any written label on or in connection with, or otherwise use any of the Common Citizen Marks in writing in relation to the Product other than those that are placed on or in connection with, or otherwise used in relation to, such Product by Common Citizen and then only in such form and to the extent placed or used by Common Citizen; or (vi) use any of the Common Citizen Marks in any written advertisement of the Product without obtaining Common Citizen’ prior written approval of such advertisement and the extent and nature of its anticipated use (“Advertisement Preapproval”).
   3. In the event Customer purchases prepackaged Product, Common Citizen may, but need not, provide Customer with associated advertisement content (a “Media Package”) and in such instances, Customer’s reasonable use of the Media Package for the express purpose of advertising the specific Product associated therewith shall be deemed to have received Advertisement Preapproval from Common Citizen. Without limiting the foregoing, Customer shall promptly discontinue or change the display or use of any Common Citizen Marks immediately upon Common Citizen’ request. Nothing in this Agreement grants Customer, by implication, estoppel, or otherwise, any rights or license to any intellectual property rights of Common Citizen.
   4. Customer acknowledges that a breach or threatened breach by Customer of any of its obligations or restrictions under this Section would give rise to irreparable harm to Common Citizen for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by Customer of any such obligations, Common Citizen shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
7. Intellectual Property Rights. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights in and to all documents, work product, materials, and other items prepared by or on behalf of Common Citizen in the course of performing hereunder or otherwise shall be owned exclusively by Common Citizen.
8. Limited Warranty. Common Citizen warrants to Customer that upon delivery the Product will be free from material defects. EXCEPT FOR THE WARRANTY SET FORTH IN THIS SECTION, COMMON CITIZEN MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. Common Citizen shall not be liable for a breach of the warranty set forth in this Section unless: (i) Customer gives written notice of the defect, reasonably described, to Common Citizen within three (3) days of delivery of the Product; (ii) Common Citizen is given a reasonable opportunity after receiving the notice to examine such Product and Customer (if requested to do so by Common Citizen) returns such Product to Common Citizen’ place of business at Common Citizen’ cost for the examination to take place there; and (iii) Common Citizen reasonably verifies Customer’s claim that the Product is defective. Common Citizen shall not be liable for a breach of the warranty set forth in this Section if: (i) Customer makes any further use of such Product after giving such notice; (ii) the defect arises because Customer failed to follow Common Citizen’ oral or written instructions as to the storage, use or maintenance of the Product; or (vi) Customer alters such Product without the prior written consent of Common Citizen. Subject to the remainder of this Section, with respect to any Product that breaches the warranty set forth herein, Common Citizen shall, in its sole discretion, either: (i) replace such Product or (ii) credit or refund the price of such Product. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND COMMON CITIZEN’ ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS
9. Indemnification. Customer shall defend, indemnify, and hold harmless Common Citizen and its Affiliates and their related persons and entities from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, and expenses of whatever kind, including reasonable attorney fees and the cost of enforcing any right to indemnification hereunder, arising out of or resulting from Customer’s negligence, willful misconduct, or breach of this Agreement.
10. Limitation of Liability. IN NO EVENT SHALL COMMON CITIZEN BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMMON CITIZEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL COMMON CITIZEN’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO COMMON CITIZEN FOR THE PRODUCT SOLD  
11. Compliance with Laws. Customer shall comply with all applicable laws, regulations and ordinances. Customer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to operate its business, purchase and store Product and to carry out its obligations under this Agreement, including, without limitation, those required under the Marihuana Act or otherwise by the Regulator. For clarity, Customer represents and warrants to Common Citizen that it has in effect all such licenses, permissions, authorizations, consents and
12. Termination. In addition to any remedies that may be provided under these Terms, Common Citizen may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due under this Agreement and such failure continues for ten (10) days after Customer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of
13. Waiver. No waiver by Common Citizen of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by an authorized representative of Common Citizen. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or
14. Confidential Information. All non-public, confidential or proprietary information of Common Citizen, including but not limited to specifications, samples, designs, plans, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Common Citizen to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Common Citizen in writing. Upon Common Citizen’ request, Customer shall promptly return all documents and other materials received from Common Citizen. Common Citizen shall be entitled to injunctive relief for any violation of this
15. Force Majeure. Common Citizen shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Common Citizen including, without limitation, acts of God, pandemic, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), restraints or delays affecting carriers, inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power
16. Governing Law; Option to Arbitrate; Disclaimers. This Agreement and all matters relating thereto are governed by, and construed in accordance with, the laws of the State of Michigan without regard to the conflict of laws provisions. At Common Citizen’ sole discretion, Common Citizen may require any dispute arising from this Agreement, including a dispute arising from or concerning interpretation, violation, invalidity, non-performance, or termination of this Agreement, to be submitted to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Michigan law. Such arbitration, if any, will be held in the State of Michigan at a location reasonably acceptable to Common Citizen, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. By entering into this Agreement, Customer agrees and acknowledges that Common Citizen has not made, and is not making, or shall be deemed to have made, any representation or warranty of any kind regarding the compliance of this Agreement with any “Federal Cannabis Laws” as defined herein. Neither Common Citizen nor any Customer shall have any right of rescission or amendment arising out of or relating to any non-compliance with Federal Cannabis Laws unless such non-compliance also constitutes a violation of Marihuana Act. As used herein, “Federal Cannabis Laws” means any U.S. federal laws, civil, criminal or otherwise, as such relate, either directly or indirectly, to the cultivation, harvesting, production, distribution, sale and possession of cannabis, marijuana or related substances or products containing or relating to the same, including, without limitation, the prohibition on drug trafficking under 21 U.S.C. § 841(a), et seq., the conspiracy statute under 18 U.S.C. § 846, the bar against aiding and abetting the conduct of an offense under 18 U.S.C. § 2, the bar against misprision of a felony (concealing another’s felonious conduct) under 18 U.S.C. § 4, the bar against being an accessory after the fact to criminal conduct under 18 U.S.C. § 3, federal money laundering statutes under 18 U.S.C. §§ 1956, 1957, and 1960, and the regulations and rules promulgated under any of the foregoing.
17. Miscellaneous. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Common Citizen. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement. At any time, upon reasonable advance notice and during regular business hours, Common Citizen may inspect Customer’s facilities and books, records, and other documents to verify compliance with the terms and conditions of this Agreement, including, without limitation, Section 6. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms . If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after and survive any termination or expiration of this Agreement including, but not limited to, the following provisions: Marketing Obligations and Restrictions; Equitable Relief and Liquidated Damages (Section 6); Indemnification (Section 9); Limitation of Liability (Section 10); Compliance with Laws (Section 11); Confidential Information (Section 14); Governing Law; Option to Arbitrate; Disclaimers (Section 16); and Miscellaneous (Section 17).

Customer, by placing an order, accepting delivery of Product, and/or tendering payment for same, understands and agrees to the Terms and this Agreement in their entirety with regard to any sale of Product by Common Citizen, unless otherwise amended or modified in a writing signed by an authorized representative of Common Citizen and Customer.