Exhibit 10.11


 


Redactions with respect
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the registrant treats as private or confidential.


 


DISTRIBUTION AGREEMENT


 


THIS DISTRIBUTION AGREEMENT
(hereinafter the "Agreement") is made and entered into as of the 10th day of December 2021 (hereinafter the “Effective
Date”), by and between U.S. SUPPLIES, INC., a Florida corporation, having its principal place of business at 1305 Hill Avenue,
West Palm Beach, Florida 33407 (hereinafter the "USS") and BASANITE INDUSTRIES LLC, a Delaware limited liability company,
having its principal place of business at 2041 NW 15th Avenue, Pompano Beach, FL 33069 (hereinafter the "BASANITE"). Both USS
and BASANITE shall be referred to together as “Parties” and individually as “Party”.


 


RECITALS


 


WHEREAS, BASANITE is
in the business of providing Manufacturing Services and selling concrete-reinforcing products for the construction industry, made from
basalt fiber and basalt fiber reinforced polymers (hereinafter “BFRP”), and which are based on proprietary BASANITE technology,
including BasaFlexTM reinforcing bar (hereinafter “rebar”);


 


WHEREAS, USS is in the
business of distributing construction materials and USS has knowledge and expertise in locating prospective buyers of materials for construction
projects (“Projects”);


 


WHEREAS, BASANITE
desires to appoint USS as its exclusive distributor of BASANITE Products in the Territory, and further as a non-exclusive distributor
of BASANITE Products to Permitted Customers worldwide;


 


WHEREAS, USS desires
such appointment, subject to the terms and conditions set forth in this Agreement, including any exhibits or schedules attached hereto;


 


WHEREAS, USS wishes
to enlist BASANITE as USS’ exclusive supplier for production of Products in accordance with the Build Schedules that are accepted
by BASANITE in accordance with the terms of this Agreement;


 


WHEREAS, BASANITE desires
such appointment, subject to the terms and conditions set forth in this Agreement, including any exhibits or schedules attached hereto;


 


WHEREAS, USS and BASANITE
wish to formalize in a written agreement the terms and conditions under which USS shall provide such services and BASANITE such Products;
and


 


NOW, THEREFORE, in consideration
of the mutual promises and covenants set forth in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Parties
hereto agree as follows:




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Agreement
of the Parties


 


 


		1	Incorporation of Recitals.




 


The foregoing recitals are incorporated
herein by reference and made a part hereof as though set forth at length throughout this Agreement.


 


 


		2	Definitions. 



 


In addition to terms defined elsewhere
in this Agreement, the capitalized terms set forth below shall have the meaning as defined below. Any capitalized terms that are used
with the lower case shall have the same meaning as the capitalized terms. All representations made within the definitions shall be construed
as enforceable terms and conditions under this Agreement.


 


		2.1	"Affiliate" means
with respect to a Person, any other Person which directly or indirectly controls, or is controlled by, or is under common control with,
the specified Person or an officer, director or 10% or more shareholder of the specified Person. For purposes of the preceding sentence,
"control" of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, or direct or indirect ownership (beneficially or of record) of, or direct or indirect power to
vote, 10% or more of the outstanding shares of any class of capital stock of such Person (or in the case of a Person that is not a corporation,
50% or more of any class of equity interest). BASANITE INC., a Nevada corporation, shall be deemed as an Affiliate of BASANITE for purposes
of this Agreement.



 


		2.2	“BASANITE Existing Intellectual
Property" means any discoveries, inventions, technical information, procedures, manufacturing or other processes, software, firmware,
technology, patents, trademarks, know-how or other intellectual property rights owned or developed by BASANITE outside of this Agreement
or owned or controlled by BASANITE prior to or after the execution of this Agreement that are used by BASANITE in creating, or are embodied
within, any BASANITE Product, and all improvements, modifications or enhancements to the foregoing made by USS or BASANITE or on behalf
of BASANITE. BASANITE’s proprietary technology, including but not limited to BasaFlex, BasaWrapTM, BasaMixTM,
and BasaMeshTM, shall be deemed to be covered in the BASANITE Existing Intellectual Property.



 


		2.3	“BASANITE Manufacturing
Process" means BASANITE’s methods and processes employed to manufacture, test, configure and/or assemble Product manufactured
for USS pursuant to the terms of this Agreement and all improvements, modifications or enhancements to the foregoing made by of BASANITE.



 




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		2.4	“Business Day(s)”
means Monday through Friday excluding any national, legal or bank holiday in the United States of America or as established by the federal
government of the United States of America. If any time period set forth in this Agreement expires upon a Saturday, Sunday or U.S. national,
legal or bank holiday, such period shall be extended to and through the next succeeding Business Day.



 


		2.5	“Build Schedule"
or “Purchase Order” or “Order” means an Order for Products, together with an associated manufacturing schedule,
provided to BASANITE by USS in writing, which specifies the Product(s) to be manufactured, including the quantity of each Product, its
description, shipping instructions, name of carrier, address and phone number of carrier, address where carrier will ship or transport
the Products to, requested delivery date, SOW, total amount of the order pursuant to Schedules 1-A and 1-B or any amendment to Schedules
1-A and 1-B. Each Build Schedule has to be accepted by BASANITE in writing (via an order confirmation) for it to be enforceable under
this Agreement.



 


		2.6	“Calendar Day(s)”
means day shown on the calendar beginning at 12:00 midnight, including Saturdays, Sundays and holidays (anywhere in the world). The term
“day” shall mean calendar day whether or not expressly identified.



 


		2.7	“Components" means
those components, parts or materials that are purchased through component suppliers designated, specified and/or approved by USS, to be
incorporated into the Product.



 


		2.8	“Commercially Reasonable
Efforts" means * * *



 


		2.9	“Custom Products”
means any Products that are not identified in Schedule 1-A. Except as otherwise provided in Section 4.13, the terms of this Agreement
that refer to Products shall also mean Custom Products for purposes of construction of terms that apply to the sale and purchase of Custom
Products.



 


		2.10	“Design Specification”
means the written requirement that describes design characteristics and manufacturing methodology.



 


		2.11	“EDI" shall mean
electronic data interchange.



 


		2.12	“Effective Date"
shall mean the date upon which the terms and conditions of this Agreement shall become effective by and between the Parties. The Parties
have agreed that the Effective Date of this Agreement as provided above, or if no date is entered here, the last date of signature.



 




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		2.13	“EXW" means Ex Works
as per International Commercial Terms, abbreviated as INCOTERMS 2021. For international shipments as specified by USS, USS shall be responsible
for the entire transport process and costs, meaning it shall be solely USS’ responsibility to arrange transportation from BASANITE’s
Manufacturing Plant to final destination outside the United States of America. In such case, all the risk shall pass to USS when the Products
are handed over to the first carrier at BASANITE’s Manufacturing Plant. INCOTERMS 2021 shall apply to all international shipments
outside the United States of America. Except as provided herein, INCOTERMS 2021 shall govern responsibilities and obligations for transport
of the Products.



 


		2.14	“Fee and Price Schedule"
shall mean the prices and fees set forth in Schedule l-A, as amended.



 


		2.15	“F.O.B. USS Facilities,”
or “FCA” shall mean BASANITE shall at its own expense and risk, transport Products from BASANITE’s Manufacturing Plant
to USS’ Facilities for all Products to be delivered within the United States. Specifically, all the shipping and handling risk and
ownership shall pass to USS when the Products are delivered to USS Facilities. Except as otherwise provided herein, INCOTERMS 2021 shall
govern responsibilities and obligations for transport of the Products.



 


		2.16	“F.O.B. Manufacturing
Plant” means USS shall at its own expense and risk transport Products from BASANITE’s Manufacturing Plant to USS Facilities
for Products to be delivered outside the United States. Specifically, all shipping and handling risk and ownership shall pass to USS when
the Products are delivered to carrier at the Manufacturing Plant. Except as provided herein, INCOTERMS 2021 shall govern responsibilities
and obligations for transport of the Products. 



 


		2.17	“Including" shall
be defined to have the meaning "including, without limitation."



 


		2.18	“In writing" shall
mean written documents, EDI with phone confirmation, verified faxes and successfully transmitted e-mails.



 


		2.19	"Lead-time" means
the mutually agreed upon minimum amount of time in advance of shipment that BASANITE must accept a Build Schedule in order to deliver
Product by the requested delivery date.



 


		2.20	"Materials Declaration
Requirements" means any requirements, obligations, standards, duties or responsibilities pursuant to any environmental, Product composition,
eco-design, energy use, energy efficiency and/or materials declaration laws, directives, or regulations, including international laws
and treaties regarding such subject matter; and any regulations, interpretive guidance or enforcement policies related to any of the foregoing.



 


		2.21	“Manufacturing Plant”
shall mean a commercial premise operated by BASANITE or its Affiliates where Products are being manufactured.



 




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		2.22	"Manufacturing Services"
means manufacturing, configuring, assembling, packaging and/or loading of the Product, including any additional services, all in accordance
with the Product Specifications.



 


		2.23	"Packaging and Shipping
Specifications” means the packaging and shipping specifications established by Basanite
as set forth in the Build Schedule and approved by USS.



 


		2.24	“Person” means
any corporation, business entity, natural person, firm, joint venture, limited or general partnership, limited liability entity, limited
liability partnership, trust, unincorporated organization, association, government, or any department or agency of any government.



 


		2.25	“Product(s)” means
all product(s) identified in Build schedule manufactured and assembled by BASANITE.



 


		2.26	"Proprietary Information
and Technology" means software, firmware, hardware, technology and know-how and other proprietary information or intellectual property
embodied therein that is known, owned or licensed by and proprietary to either Party and not generally available to the public, including
plans, analyses, trade secrets, patent rights, copyrights, trademarks, inventions, fees and pricing information, operating procedures,
procedure manuals, processes, methods, computer applications, programs and designs, and any processed or collected data. The failure to
label any of the foregoing as "confidential" or "proprietary" shall not mean it is not Proprietary Information and
Technology.



 


		2.27	“Performance Specifications”
means written requirement that describes the functional performance criteria required for the Products.



 


		2.28	“Related Person(s)”
means all employees, officers, directors, shareholders, independent contractors, or Affiliates on behalf of a Party that provide or perform
any service on behalf of a Party as to the obligations of a Party under this Agreement.



 


		2.29	"Specifications"
or “Product Specifications” means the technical specifications for manufacturing the Product(s) as established by BASANITE.
Specifications may be amended from time to time by amendments in the form of written engineering change orders agreed to by the Parties.
Specifications may include Performance Specifications and/or Design Specifications, as applicable.



 


		2.30	"SOW" means the statement
of work for each Product set forth in all Build Schedules.



 


		2.31	"Subsidiary(ies)"
means any corporation, partnership, joint venture, limited liability entity, trust, association or other business entity of which a Party
or one or more of its Subsidiaries, owns or controls more than 50% of the voting power for the election of directors, managers, partners,
trustees or similar Parties.



 




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		2.32	"Test Procedures"
means the testing specifications, standards, procedures and parameters established by BASANITE to confirm that the manufactured Products
meet the Performance Specifications.



 


		2.33	“Termination Effective
Date” shall mean the first date on which the Supplier Agreement is terminated in accordance with Section 10 of the Agreement.



 


		2.34	“USS Customers”
shall include Permitted Customers and Persons who purchase Products in the Territory from USS who may not be Permitted Customers.



 


		2.35	“USS Customer Location”
means location designated by USS of any Person who is USS Customer that is agreed upon by BASANITE in the Purchase Order.



 


		2.36	“USS Location”
shall mean USS location in the State of Florida in Palm Beach County, Florida, as designated by USS in the Purchase Order.



 


		2.37	“USS Facilities”
shall include USS Location and/or USS Customer Location, as applicable, and as identified in the Purchase Order. 



 


 


		3	Appointment, Acceptance &
Scope



 


		3.1	Exclusive
Appointment of Distributor, including Exclusive
Rights to Sell Products in Territory, and Non-Exclusive Rights to sell Products to Permitted Customers Elsewhere.
Subject to the terms and conditions of this Agreement, BASANITE hereby appoints and grants USS, and USS hereby accepts appointment as
follows:



 


		(a)	To be the exclusive distributor
for Persons located in the Territory, with exclusive rights to sell and distribute the Products to Persons within the Territory; 



 


		(b)	To be the non-exclusive distributor
for Permitted Customers worldwide (i.e. outside of the Territory), with non-exclusive rights to sell or distribute Products; and



 


		(c)	To render other services as
a distributor for BASANITE as set forth herein.



 


		3.2	Appointment of Supplier
for Manufacturing Services. Subject to the terms and conditions of this Agreement, USS hereby appoints BASANITE, and BASANITE hereby
accepts appointment, as USS’ sole and exclusive supplier for Manufacturing Services of all existing Products manufactured by Basanite
and as may be requested by USS through Build Schedules. During the Term (as defined in Section 10.1, as such
term maybe renewed pursuant to the terms hereof), and provided that BASANITE is not in material breach of this Agreement, USS shall not,
directly or indirectly, act or agree to act as a distributor for any third party that manufactures BRFP-based construction materials of
the type made or proposed to be made by BASANITE as of the Effective Date.



 




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		3.3	Territory.
“Territory” shall mean the seven countries in Central America limited to Republic of El Salvador, Republic of Guatemala,
Republic of Honduras, Republic of Colombia, Republic of Ecuador, Republic of Peru, and the United Mexican States. Except as provided
herein, BASANITE shall have no restriction of any kind from directly conducting any business with any Persons outside of the Territory.
Notwithstanding any other provision of this Agreement, any sale of Products by any Person other than USS or to any Person with whom BASANITE
has a written agreement that was entered into prior to the Effective Date shall be deemed to be in compliance with the terms of this Agreement
if the Products are sold in the Territory or anywhere outside the Territory. 



 


		3.4	Right of
First Refusal on Additional Prospective Territories. 



 


		(a)	Prior to entering into a contract
with any other Person for exclusive rights to distribute BASANITE Products in geographic areas beyond the Territory (“Additional
Prospective Territories”), BASANITE shall first offer USS the right of first refusal to become the exclusive distributor of Products
in the Additional Prospective Territories, subject to USS agreeing to match any terms which have been negotiated with any other Person.



 


		(b)	BASANITE may satisfy this obligation
by sending an email to USS and shall give USS ten (10) Business Days to respond and either accept or reject such terms as proposed by
BASANITE. A rejection of such terms and/or no response within the ten (10) Business Days shall be deemed as USS rejecting the Additional
Prospective Territories. BASANITE may then enter into a contract with any other Person(s) to become the exclusive or the non-exclusive
distributor of the Products in the Additional Prospective Territories.



 


		3.5	Selected Segments (Applicable
Outside of the Territory). Selected Segment(s)” shall mean Person(s) engaged in commercial business as precasters, cast-in-place
contractors, federal, state, county, and city governments or agencies in the United States and Canada. A Person shall not be deemed
within a Selected Segment if both BASANITE and USS cannot agree whether a Person is within a Selected Segment.



 


		3.6	Permitted Customers. “Permitted
Customer(s)” shall be Selected Customer(s) and/or Referred Customers. A Person shall not be deemed a Permitted Customer if both
BASANITE and USS cannot agree whether a Person is a Permitted Customer.



 


		3.7	Selected Customers. “Selected
Customer(s)” shall mean Person(s) within Selected Segment(s) located outside the Territory anywhere in the world with whom BASANITE
or its Affiliates do not have any ongoing negotiations, or with whom BASANITE or its Affiliates do not have any written contract. A Selected
Customer must be introduced directly to BASANITE by USS. USS shall be authorized to transact and sell the Products to a Selected Customer
under the terms of this Agreement.



 




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		3.8	Referred Customers. “Referred
Customer(s)” shall be Person(s) directly introduced to BASANITE by Selected Customer(s) who are within Selected Segment(s) located
anywhere in the world with whom BASANITE or its Affiliates do not have any ongoing negotiations or with whom BASANITE or its Affiliates
do not have any written contract. USS shall be authorized to transact and sell the Products to a Referred Customer under the terms of
this Agreement.



 


		3.9	Prior to solicitation to sell
any Products to any Person outside of the Territory, USS shall first seek written permission through email from BASANITE. USS shall inform
BASANITE in such email the identity of each Person, including the legal corporate or company name; any fictitious names; any word trademarks
used by such Person; names of all its Affiliates; and the full legal name of the individual representative with whom USS wishes to engage
to sell the Products (“Written Notification”). BASANITE reserves the right to seek additional details on any Person to be
solicited outside of the Territory prior to consenting to such solicitation. BASANITE will discuss any customer related questions with
USS and then make the determination if the Person shall be granted Permitted Customer status. All Permitted Customers who directly approach
or contact BASANITE shall be directed to USS. Any Person who is outside the Territory and is not a Permitted Customer shall be deemed
a customer of BASANITE for any and all purposes, and USS shall not solicit such Person or sell any Products to such Person unless authorized
in advance by BASANITE in writing.



 


		3.10	Products. Product(s)
will be identified in Build Schedules and shall be manufactured and assembled by BASANITE and sold to USS
for distribution as provided hereunder. The list of BASANITE Products includes, but is not limited to BasaFlexTM, BasaLinksTM,
BasaWrapTM, BasaMixTM, and BasaMeshTM, plus all Components.



 


		3.11	Sub-agents. USS may
appoint sub-agents, sub-representatives or other Persons to act on USS’ behalf or to otherwise perform any of USS’ obligations
under this Agreement within the Territory or to sell Products to Preferred Customers; provided that (i) any compensation to such sub-agent,
sub-representative or other Person to act on USS’ behalf or to otherwise perform any of USS’ obligations shall be solely USS’
responsibility, and (ii) such appointment does not deprive BASANITE of the essential rights to which it is entitled under this Agreement.
Any contract with such sub-agent, sub-representative, or other Person shall not extend beyond the Term of this Agreement and shall be
in compliance with this Agreement. USS shall fully disclose to BASANITE the terms of its relationship with any sub-agent, sub-representative
or other Person who is engaged to act on USS’ behalf or engaged to otherwise perform any of USS’ obligations under this Agreement
and USS shall be solely responsible for the actions and any liability or damages arising out the actions of such sub-agent, sub-representative
or other Person.



 




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		3.12	Relationship
of Parties. The Parties shall each be deemed as independent contractors and are not and shall not be deemed to be an employee, legal
representative, dealer, general agent, joint venture, or partner of the other Party for any purpose, and
neither Party hereto shall be liable for any obligations incurred by the other Party except as expressly provided herein.
Each of them shall retain sole and absolute discretion in the manner and means of independently carrying out their own services
as described herein. Unless otherwise required by applicable law, Parties shall not withhold (from any other Party’s compensation)
any amounts for social security or federal or state income taxes.



 


		3.13	USS acknowledges that BASANITE
has not granted it any authority to make changes to BASANITE’s terms and conditions of sale, grant any warranties in excess of those
extended by BASANITE or limit its liabilities or remedies less than BASANITE limits its liabilities and remedies, sign quotations, incur
obligations (expressed or implied), or in general enter into contracts on behalf of BASANITE or bind BASANITE in any transaction with
any other Persons in connection with the Products.



 


		4	Orders, Price, Terms of Sale
& Payment



 


		4.1	Communications Pursuant
to this Agreement and Orders. All Build Schedules from USS shall be placed in writing and each shall be accepted or rejected by BASANITE.
BASANITE will reply to each proposed Build Schedule that is submitted in accordance with the terms of this Agreement by notifying USS
of its acceptance or rejection within three (3) Business Days of receipt. In the event of BASANITE’s rejection of a Build Schedule,
BASANITE’s notice of rejection will specify the basis for such rejection with option(s) for resolution. Should BASANITE fail to
timely accept or reject an Order from USS in accordance with this Section, such Order shall be deemed accepted and shall become binding
on BASANITE.



 


		4.2	Pricing. BASANITE
agrees to sell, and USS agrees to purchase, the Products in accordance with the Fee and Price Schedule then in existence, and the current
Fee and Price Schedule is set forth in Schedule 1-A, which may be amended from time to time by BASANITE with mutual consent from USS in
accordance with the terms of this Agreement. The prices of the Products and payment terms for Products ordered shall be expressly agreed
to in each Build Schedule. Notwithstanding any terms of this Section 4, Parties may mutually agree on any other pricing terms for the
Products in writing through a Purchase Order agreed to by BASANITE.



 


 



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		4.3	Distributor Margin. BASANITE
shall establish the wholesale price and the selling retail price for the Products. BASANITE agrees to establish the retail selling price
for each Product(s) at * * * above the wholesale price (the price at which the Products are sold to USS by BASANITE), allowing USS to
maintain a gross margin of * * * (gross margin shall be the difference in USS’ selling price and the wholesale price paid to BASANITE
by USS for purchase of each Product, excluding any costs, expenses, or deductions of any kind whatsoever). 



 


		4.4	Pricing
Adjustment. Pricing for each Product shall be adjusted quarterly by BASANITE and published in a Fee and
Price Schedule, released at the beginning of each calendar quarter and all newly published Fee and Price Schedule shall amend the Schedule
1-A attached with this Agreement from time to time. Such adjustments will be based on the U.S. Producer Price Index published by the US
Bureau
of Labor Statistics, as provided
under Schedule 1-B. Schedules 1-A and all its updates during the Term and 1-B are incorporated herein by reference. Except as provided
herein, if Schedule 1-A is not published in any calendar quarter, then the Schedule 1-A of the prior calendar quarter shall control. BASANITE
shall determine the start and end date of each calendar quarter in its sole discretion.



 


		4.5	Payment and Creditworthiness.
At all times during the Term of this Agreement, USS shall remain current with all its payment obligations for all Build Schedules
and any performance of BASANITE shall be contingent on BASANITE’s receipt of all pending payments from USS. If USS elects to have
any USS Customer pay for any Build Schedules, then it shall remain the sole responsibility of USS to ensure timely payment to BASANITE.
Failure to receive timely payment(s) shall entitle BASANITE to not release or ship any Products ordered under any Build Schedule. If at
any time BASANITE determines, in its reasonable judgment, that USS or USS Customer is not creditworthy, BASANITE may require USS to provide
a bank guarantee. Except as provided in the Build Schedules, payment shall be made by USS to BASANITE in net thirty (30) Business Days
from BASANITE’s invoice date.



 






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		4.6	Taxes and Foreign Currency.
USS shall be responsible for all federal, foreign, state, and local sales, use, excise and other taxes (except taxes based on BASANITE’s
income), and all international delivery, shipping, and transportation charges, and all foreign agent or brokerage fees, document fees,
custom charges and duties. It is the intent of both Parties to trade in United States Dollars and remain fixed in that currency, unless
otherwise mutually agreed in Build Schedules.



 


		4.7	Packaging.
BASANITE will package the Product for shipment in accordance with Packaging and Shipping Specifications to
be agreed to in each Build Schedule. 



 


		4.8	Shipment. Method of
transport and place of delivery of the Products shall be specified by USS in the Build Schedules. Except as provided herein, shipping
terms and expenses of the Products shall be F.O.B. USS Facilities for all domestic shipments and F.O.B. Manufacturing Plant for international
shipments to be sent outside the United States of America. All Products delivered pursuant to the terms of this Agreement shall be suitably
packed depending on the method of freight shipment and appropriately marked for shipment. Title to such Products and risk of loss shall
pass from BASANITE to USS when delivered to USS Facilities for all domestic shipments and when delivered to carrier at Manufacturing Plant
for all international shipments, as applicable. For international shipments, USS or USS Customer’s carrier shall transport the Product
from BASANITE to USS or USS’ Customer’s final destination as provided in the Build Schedules and USS shall remain fully responsible
for the Products after BASANITE delivers the Products to such USS or USS Customer’s carrier. In such case and for all international
shipments, USS or USS Customer shall select the carrier, and USS shall be responsible for all shipping and collection arrangements, including
coordination with BASANITE and all freight, insurance, and other shipping expenses, as well as any special packing expense specifically
requested by USS, excluding bundle sizes of BasaFlexTM. USS or USS Customer shall also bear all applicable taxes, duties, and
similar charges that may be assessed against the Products after delivery. Responsibility for loss of, or damage to the Product(s) for
international shipments shall pass from BASANITE to USS after Products are taken in possession by the carrier. Responsibility for loss
of, or damage to the Product(s) for domestic shipments shall pass from BASANITE to USS after Products are delivered to USS Facilities.
All obligations of USS Customers shall remain the obligations of USS for purposes of this Agreement. BASANITE, upon a mutual written consent
with USS, may agree to select a carrier and prepay for shipment and insurance for domestic and international shipments, which shall be
promptly reimbursed to BASANITE by USS upon receipt of an invoice from BASANITE and within the time period as provided in such invoice
from BASANITE. USS shall remain responsible for all domestic and international shipment costs and insurance, which shall be agreed upon
in the Purchase Orders.



 




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		4.9	Additional International
Shipment Requirements. USS shall be responsible for obtaining any required import or export licenses necessary for BASANITE to ship
Product, including certificates of origin, manufacturer's affidavits, and U.S. Federal Communications Commission's identifier, if applicable
and any other licenses required under US or foreign law and USS shall be the importer of record. USS agrees that it shall not export,
re-export, resell or transfer, or otherwise require BASANITE to ship or deliver any Product, assembly, component or any technical data
which violate any export controls or limitations imposed by the United States or any other governmental authority, or to any country for
which an export license or other governmental approval is required at the time of export without first obtaining all necessary licenses
and approvals and paying all duties and fees. USS shall provide BASANITE with all licenses, certifications, approvals and authorizations
in order to permit BASANITE to comply with all import and export laws, rules and regulations for the shipment and delivery of the Product.
USS shall also be responsible for complying with any legislation or regulations governing the importation of the Product into the country
of destination and for payment of any duties thereon.



 


		4.10	Materials Declaration.
USS represents and warrants that the Product is not subject to Materials Declaration Requirements. In the event a specific Build Schedule
should become subject to Materials Declaration Requirements, USS is ultimately and solely responsible for compliance with applicable Materials
Declaration Requirements. USS understands and agrees that USS is responsible for notifying BASANITE in writing of any specific Materials
Declaration Requirements that USS determines to be applicable to the Product and shall be solely liable for any incremental cost and for
the adequacy and sufficiency of such determination and information.



 


		4.11	Source Inspection. USS
shall have the right, upon reasonable advance notice in writing, during normal business hours and at its expense to inspect, review, and
monitor the Manufacturing Services and the manufacturing of the Products by BASANITE, provided that such inspection shall not disrupt
BASANITE’s normal business operations. USS shall cause each of its employees, agents and representatives who have access to BASANITE’s
facilities, to maintain, preserve and protect all Proprietary Information and Technology of BASANITE and the confidential or proprietary
information and technology of BASANITE’s other customers in writing and as approved by BASANITE.



 


		4.12	Delivery Inspection.
USS will promptly inspect the Products upon receipt at USS’ facility to determine whether any Products included in the shipment
are in short supply, defective, or otherwise not in conformance with this Agreement. Within ninety (90) Calendar Days of receipt of such
Products by USS or USS Customers, USS will notify BASANITE of any Defects or non-conformance, and BASANITE will promptly replace such
Products free of charge if determined by BASANITE that there were Defects or non-conformance issues with the Products.



 




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		4.13	Cancellation of Purchase
Orders for Custom Products. Notwithstanding any other provision of this Agreement, USS shall have no right to cancel any Order for
Custom Products (including Orders for Products manufactured in non-standard sizes) ordered in a Purchase Order anytime within fifteen
(15) Calendar Days prior to the delivery date of any Custom Products and shall remain obligated to pay for such cancelled Custom Products
to BASANITE. If USS cancels any order of Custom Products in a Purchase Order when there are sixteen (16) Calendar Days or more left prior
to the delivery date of any Custom Products, then USS shall be responsible to pay 15% of the total amount agreed in the Purchase Order
for the cancelled Custom Products to BASANITE within the time period provided for or agreed upon in the Purchase Order for payments to
be made. Any partial cancellation of a Purchase Order where the entire Purchase Order was not cancelled shall be deemed as a cancellation
of only the Products that were cancelled and the obligations for all other Products that were not cancelled shall remain the same as agreed
in the Purchase Order for purposes of all remaining obligations of USS. 



 


		4.14	Resale of the Products. USS
shall be free to resell the Products for such prices and upon such terms and conditions as USS may see fit in its sole discretion in accordance
with the terms of this Agreement. BASANITE shall have no control over or any liability in connection with the price at which USS resells
the Products, and USS shall hold BASANITE harmless and indemnify and defend BASANITE from and against any liability resulting therefrom.



 


		4.15	Terms of Sale. All
sales by BASANITE to USS shall be in accordance with the terms and conditions of this Agreement.



 


 


		5	Representations



 


USS and BASANITE, as
applicable, make the following representations, warranties, and covenants:


 


		5.1	Warranties and Representations
of USS. 



 


		(a)	USS has good and sufficient
corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been
duly authorized, executed and delivered by USS and, assuming due authorization, execution, and delivery by USS, constitutes the legal,
valid and binding obligation of USS enforceable against USS in accordance with its terms. 



 


		(b)	USS is bound by the provisions
of this Agreement and shall not circumvent the terms of this Agreement as to the exclusive supplier rights given to BASANITE. Any attempt
by USS to circumvent or bypass the activities of BASANITE during the Term shall be construed as a material breach of this Agreement and
shall trigger the termination of this Agreement.



 




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		(c)	USS shall make available to
BASANITE upon BASANITE’s request any information for BASANITE to be able to perform its obligations under each Purchase Order.



 


		(d)	Neither the entering into nor
the delivery of this Agreement nor the completion of the transaction contemplated hereby by USS shall result in the violation of:



 


		(i)	any of the provisions of USS’
charter documents, or



 


		(ii)	any agreement to which USS
is a party or by which USS is bound, or



 


		(iii)	any applicable law.



 


		(e)	USS and its personnel shall
comply with all applicable statutes, rules and regulations governing all aspects of the services and obligations to be performed under
this Agreement.



 


		(f)	USS expressly acknowledges
that neither BASANITE nor any of its Related Persons or their Affiliates have made any representations or warranties to it and that no
act by USS, including any review of the affairs of BASANITE or any of its Subsidiaries, shall be deemed to constitute any representation
or warranty by BASANITE to USS. USS represents to BASANITE that it has, independently and without reliance upon BASANITE, or any of its
Affiliates, and based on such documents and information as it has deemed appropriate, made its own appraisal of and conducted investigation
into the business, assets, operations, property, financial and other conditions, stockholder bases and prospects of BASANITE and its Subsidiaries
and USS made its own decision to enter into this Agreement. USS also represents that it has, independently and without reliance upon BASANITE,
or any of its Affiliates, made such investigation as USS deems necessary to inform itself as to the business, assets, operations, property,
stockholder base, financial and other conditions and prospects of BASANITE and its Subsidiaries.



 


		(g)	USS shall require all controversies
relating to the Products between USS and the USS Customers to be resolved in accordance with the laws of the State of Florida in the United
States of America. USS shall enter into written contracts with the USS Customers for the sale of Products which shall have a dispute resolution
provision requiring all controversies between USS and the USS Customers relating to the Products to be resolved in accordance with the
laws of the State of Florida in the United States of America.



 


		(h)	Other than the foregoing representations
and warranties, USS makes no warranties hereunder or any results to be achieved, and hereby expressly disclaims the existence of any such
representations or warranties. USS shall have no liability for any indirect, incidental or consequential damages suffered by BASANITE
as a result of any failure on the part of USS in the performance of its duties hereunder.



 



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		5.2	Warranties and Representations
of BASANITE. 


  


		(a)	BASANITE has good and sufficient
corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been
duly authorized, executed and delivered by BASANITE and, assuming due authorization, execution and delivery by BASANITE, constitutes the
legal, valid and binding obligation of BASANITE enforceable against BASANITE in accordance with its terms.



 


		(b)	Neither the entering into nor
the delivery of this Agreement nor the completion of the transaction contemplated hereby by BASANITE shall result in the violation of:



 


		(i)	any of the provisions of BASANITE’s
charter documents, or



 


		(ii)	any agreement to which BASANITE
is a party or by which BASANITE is bound, or



 


		(iii)	any applicable law. 



 


		(c)	BASANITE and its personnel
shall comply with all applicable statutes, rules and regulations governing all aspects of the services and obligations to be performed
under this Agreement.



 


		5.3	Neither Party is subject to
any pending or threatened litigation or governmental action that could interfere with its performance of this Agreement.



 


		5.4	The terms of this Agreement
are the binding legal obligation of each Party and are enforceable in accordance with applicable laws.



 


 


		6	Product Warranty



 


		6.1	Product Warranty. BASANITE
warrants that at the time of manufacture, the Products will conform, in all material respects, to the Specifications as agreed to in the
Build Schedule. This warranty shall remain in effect for a period of * * * from the date any Product is initially delivered
to USS or * * * from the date any Product is initially delivered to USS Customer, whichever is earlier in time ("Warranty
Period"). This warranty is extended to and may only be enforced by USS and/or USS Customer. Such designation shall be made by USS
or USS Customer in writing in the Build Schedule.



 


		6.2	Replacement of Defective
Product. In accordance with BASANITE’s standard return material authorization process and procedure ("RMA"), BASANITE
will issue a credit for or replace any Product that contains a defect caused by a breach of the warranty set forth in this Section, provided
that the Product is received within * * * following the end of any applicable Warranty Period ("RMA Product").




 


 




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		6.3	Returned Material Authorization.


 


		(a)	If USS desires to return a
Product based on a claim of breach of the warranty set forth in this Section, USS shall request an RMA number from BASANITE. USS shall
then consign a representative sample of the alleged defective Product, F.O.B. BASANITE’s Manufacturing Plant as determined by BASANITE,
and specify the BASANITE assigned RMA number. BASANITE will analyze any such RMA Product and, if a breach of warranty is found ("Defect"),
then BASANITE will issue a credit or replace the RMA Product within*  * * of receipt by BASANITE of the RMA Product
and all required associated documentation. BASANITE shall solely determine if a Product has Defect(s).





 


		(b)	In the event a Defect is found,
BASANITE will reimburse USS for the reasonable cost of transporting the RMA Product to BASANITE’s designated repair facility or
Manufacturing Plant as determined by BASANITE and BASANITE will deliver the replacement RMA Product at no additional charge.



 


		6.4	Limitation
of Warranty. THE REMEDY SET FORTH IN THIS
SECTION SHALL CONSTITUTE USS’ SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THE WARRANTY MADE BY BASANITE HEREIN. THE WARRANTY SET FORTH
IN THIS SECTION IS IN LIEU OF, AND BASANITE EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND WHATSOEVER WHETHER
EXPRESS, IMPLIED, STATUTORY, ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE, INCLUDING COMPLIANCE
WITH MATERIALS DECLARATION REQUIREMENTS, ANY COMPONENT WARRANTY, ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
NO ORAL OR WRITTEN STATEMENT OR REPRESENTATION BY BASANITE, ITS AGENTS OR EMPLOYEES SHALL CONSTITUTE OR CREATE A WARRANTY OR EXPAND THE
SCOPE OF ANY WARRANTY HEREUNDER. BASANITE’S WARRANTY SHALL NOT APPLY TO ANY PRODUCT BASANITE DETERMINES TO HAVE BEEN SUBJECTED TO
TESTING FOR OTHER THAN SPECIFIED CHARACTERISTICS OR TO OPERATING AND/OR ENVIRONMENTAL CONDITIONS IN EXCESS OF THE MAXIMUM VALUES ESTABLISHED
IN APPLICABLE SPECIFICATIONS AS AGREED UPON IN BUILD SCHEDULES THAT WERE ACCEPTED BY BASANITE, OR TO HAVE BEEN THE SUBJECT OF MISHANDLING,
ACCIDENT, MISUSE, NEGLECT, IMPROPER TESTING, IMPROPER OR UNAUTHORIZED REPAIR, ALTERATION, DAMAGE, ASSEMBLY, PROCESSING OR ANY OTHER INAPPROPRIATE
OR UNAUTHORIZED ACTION OR INACTION THAT ALTERS PHYSICAL OR ELECTRICAL PROPERTIES. THIS WARRANTY SHALL NOT APPLY TO ANY DEFECT IN THE PRODUCT
ARISING FROM ANY DRAWING, DESIGN, SPECIFICATION, PROCESS, TESTING PROCEDURE OR OTHER PROCEDURE, ADJUSTMENT OR MODIFICATION SUPPLIED AND/OR
APPROVED BY USS. PARTIES AGREE THAT THIS SECTION 6.4 IS EFFECTIVE AND conspicuous as required
UNDER the Uniform Commercial Code, Chapters 671 AND 672, AND SECTION 671.201(10) of the Florida Statutes, AS AMENDED.





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		6.5	Limitation
of Damages. EXCEPT
WITH REGARD TO ANY INDEMNITIES SET FORTH HEREIN, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER
PERSON OR ENTITY UNDER ANY CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHER LEGAL OR EQUITABLE CLAIM OR THEORY FOR ANY SPECIAL,
INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, LOST REVENUE, WORK STOPPAGE, DATA LOSS, COMPUTER
FAILURE OR MALFUNCTION, OR FOR ANY AND ALL OTHER DAMAGES, LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES WHETHER SUCH PARTY WAS INFORMED OR WAS
AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING SHALL NOT EXCLUDE OR LIMIT EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL
INJURY OR MONETARY DAMAGES RESULTING FROM ITS NEGLIGENCE TO THE EXTENT THAT SUCH LIABILITY CANNOT BY LAW BE LIMITED OR EXCLUDED. NOTWITHSTANDING
ANY OTHER PROVISION OF THIS AGREEMENT, PARTIES AGREE THAT ANY DEATH OR PERSONAL INJURY OR MONETARY DAMAGES RESULTING FROM THE PRODUCTS
THAT WERE MANUFACTURED OR SUPPLIED OR PURCHASED AS PER THE ACCEPTED BUILD SCHEDULES SHALL NOT BE DEEMED AS A LIABILITY OF ANY PARTY UNLESS
SUCH PARTY IS DETERMINED TO BE NEGLIGENT BY A TRIBUNAL IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. PARTIES AGREE THAT THIS SECTION
6.5 IS EFFECTIVE AND conspicuous as required UNDER the Uniform Commercial Code, Chapters 671 AND 672, AND SECTION 671.201(10) of the Florida
Statutes, AS AMENDED.



 


 


		7	Responsibilities of USS



 


		7.1	General Responsibilities
of USS. USS agrees that it will diligently perform the services and obligations detailed in this Agreement. The operations of USS
are under its sole and exclusive control, including without limitation supervision of, and liability for expenses incurred with respect
to, employees and any of its sub-agents and independent contractors. USS will use its best reasonable efforts to promote and distribute
the Products in the Territory and to Permitted Customers.



 


		7.2	Parties agree that the obligation
of USS to purchase the Products does not restrict the ability of BASANITE in any way to manufacture and sell its Products to any other
Persons and/or through manufacturing done in any quantities. 



 


 


 




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		8	Responsibilities
of BASANITE


 





		8.1	General Responsibilities
of BASANITE. BASANITE shall supply the Products as agreed in the Purchase Orders to USS and shall provide upon a written request of
USS the engineering conversion calculation in writing for the Products for using steel reinforcement to BasaFlexTM reinforcement
in accordance with the principles and practices of engineering through a review of a Florida licensed professional engineer (“Conversion
Calculation”). Such Conversion Calculation shall be signed by a Florida licensed professional engineer. BASANITE shall remain responsible
for fees and costs relating to the Conversion Calculation and certification that is done by a Florida licensed professional engineer.
Any additional costs and fees for reviews and approvals from any other engineers licensed in any other states shall remain the responsibility
of USS. BASANITE will undertake Commercially Reasonable Efforts to provide sufficient supply of the Products in accordance with the Purchase
Orders that are accepted by both Parties. Notwithstanding any other provision of this Agreement, BASANITE may sell the Products to any
Person without any restrictions whatsoever.


 


		8.2	In addition to any other responsibilities
stated in this Agreement, BASANITE will:



 


		(a)	Provide at
USS’ reasonable written request and without charge, training with regard to any characteristics of the Products that USS deems reasonably
necessary for USS and its employees and agents to fulfill the purposes of USS’ obligations under this Agreement;



 


		(b)	Provide to
USS without any additional charge promotional literature, brochures, and commercial and technical information regarding the Products as
determined by BASANITE; and



 


		(c)	Provide sales
support and technical training to USS and its employees and agents as deemed reasonably appropriate by BASANITE



 


		8.3	USS agrees that regardless
of any responsibilities of BASANITE, USS shall remain fully responsible for the actions of its own employees, sub-agents, and independent
contractors or other Persons that are engaged by USS to perform any obligations for USS or on its behalf under this Agreement and who
receive any training or materials from BASANITE.



 


 


		9	Intellectual
Property 



 


		9.1	Protection of Intellectual
Property. 



 


		(a)	For the purposes of this Section
and this Agreement, "Intellectual Property Rights" of each Party include all or any of the following:



 


		(i)	trademarks, and applications
for the grant of any trademarks;



 


		(ii)	trade names used in any form
and whether in English or any other translated form;





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		(iii)	patents, and applications for
the grant of any patents;



 


		(iv)	copyright;



 


		(v)	designs, whether or not registered;
and



 


		(vi)	know-how, being technical
and other information or experience or trade secrets devised, developed or acquired by each Party.



 


		(b)	Parties agree and acknowledge
that they shall throughout the Term:



 


		(i)	not cause anything which may
damage or endanger the Intellectual Property of the other Party or assist others to do so;



 


		(ii)	notify any suspected infringement
of the Intellectual Property of the other Party;



 


		(iii)	take such reasonable action
in relation to such infringement as requested by the other Party;



 


		(iv)	on the termination of this
Agreement, immediately cease to use the Intellectual Property of the other Party; and



 


		(v)	not use the Intellectual Property
of the other Party other than as permitted by this Agreement.



 


		(c)	Each Party acknowledges and
agrees that each Party shall retain title and all ownership rights to its Intellectual Property Rights, and this Agreement shall not be
construed in any manner as transferring any rights of ownership in such Intellectual Property Rights to USS from BASANITE and to BASANITE
from USS.



 


		(d)	All discoveries, inventions,
technical information, procedures, manufacturing or other processes, software, firmware, technology, patents, trademarks, know-how or
other intellectual property rights that are developed by BASANITE while rendering the Manufacturing Services under this Agreement and
all improvements, modifications or enhancements to the Products that are made by BASANITE shall be deemed as intellectual property owned
solely by BASANITE (“BASANITE Manufacturing Intellectual Property”). Further, the rights of BASANITE in the BASANITE Manufacturing
Intellectual Property shall not change regardless of the language provided on the labels for the Products or any language that is directly
provided on Products. It is agreed that USS’ Intellectual Property shall not be included in any manner within the BASANITE Manufacturing
Intellectual Property. It is also agreed that USS Intellectual Property shall not include BASANITE Manufacturing Intellectual Property
and BASANITE Existing Intellectual Property.



 


		(e)	Notwithstanding any other provision
of this Agreement, all Product labeling for BASANITE Products that are manufactured by BASANITE may include language as determined by
BASANITE providing that BASANITE built or manufactured such Products or such other language as determined by BASANITE or as required by
law.



 




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		(f)	USS shall not dispute or contest
for any reason whatsoever, directly or indirectly, during the Term of this Agreement and thereafter, the validity, ownership, or enforceability
of any of the trademarks and Intellectual Property Rights of BASANITE, nor directly or indirectly attempt to acquire or damage the value
of the goodwill associated with any of the trademarks and Intellectual Property Rights of BASANITE, nor counsel, procure or assist any
Person to do any of the foregoing. USS will not institute any proceedings with respect to the trademarks and Intellectual Property Rights
of BASANITE either in USS’ own name or on behalf of BASANITE without express written permission of BASANITE. USS shall assign to
BASANITE, without charge, any rights in the trademarks of BASANITE that may inure to the benefit of USS pursuant to this Agreement or
otherwise. USS shall execute any documents or do any acts that may be required to accomplish the intent of this Section.



 


		9.2	Limited License to Use Marks
and Corporate Name. Subject to the terms and conditions of this Agreement, BASANITE grants to USS a perpetual, royalty-free limited
license, to its trademarks, tradenames and service marks in the Territory and to be used for transactions with USS customers during the
Term solely in connection with marketing effort or publicity relating to the Products or sale of Products to give express recognition
to BASANITE for its role in Manufacturing Services as permitted herein. Prior to the use of any trademarks, tradenames and service marks
owned by BASANITE or the corporate name of BASANITE in any promotional or marketing activities or campaigns as permitted herein, USS shall
communicate with BASANITE in writing and obtain necessary written permissions and approvals from BASANITE, which may be obtained through
emails. It is further agreed that unless permitted in writing by BASANITE, USS, its Affiliates, and Related Persons shall not use trademarks,
tradenames and service marks owned by BASANITE or the corporate/company name of BASANITE and its Affiliates for any purpose that is not
permitted in this Agreement. 



 


		9.3	Non-Disclosure of Confidential
Information. Except as provided herein, Parties recognize and acknowledge that confidential information may exist from time to time,
with respect to their business concerning the business, business practices, method of sales, manufacturing of Products, Manufacturing
Services, Products, BASANITE Existing Intellectual Property, BASANITE Manufacturing Intellectual Property, training, assets, accounts
or finances of the other Party's business or any of the secrets, dealings, transactions or affairs of the other Party, including, but
not limited to, trade secrets, costs, pricing practices, customer lists, financial data, employee information or information as to the
organization structure as identified in this Section (“Confidential Information”). Accordingly, except as provided herein,
Parties shall not, during or after the Term of this Agreement, disclose to any Person any Confidential Information relating to the business
of the other Party. Further, Parties shall not, without prior written consent of each other disclose to any Person, and shall during or
after the Term of this Agreement, use its best efforts to prevent the publication or disclosure of any Confidential Information concerning
the business, business practices, method of sales, manufacturing of Products, Manufacturing Services, Products, BASANITE Existing Intellectual
Property, BASANITE Manufacturing Intellectual Property, training, assets, accounts or finances of the other Party's business or any of
the secrets, dealings, transactions or affairs of the other Party, including, but not limited to, trade secrets, costs, pricing practices,
customer lists, financial data, employee information or information as to the organization structure or any other Confidential Information,
which have or may come to its knowledge during or after the term of this Agreement, or previously or otherwise. Each Party shall use its
best efforts to cause its representatives, attorneys, accountants and advisors to whom information is disclosed to comply with the provisions
of this Section. At any time, a Party may reasonably request, the other Party shall forthwith surrender to the other Party all documents
and copies of documents in their possession relating to the foregoing, including, but not limited to, internal and external business forms,
manuals, correspondence, notes, customer lists and computer programs, and no Party shall not make or retain any copy or extract of any
of the foregoing of the other Party. Notwithstanding any other provision of this Agreement, Parties understand that disclosure of the
copy of this Agreement is permissible and shall not be deemed as Confidential Information.



 


 




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		10 	Duration &
Termination



 


		10.1	Effective Date and Duration. This
Agreement shall become effective on the date first written above and shall continue in effect for a period of five (5) calendar years
from the Effective Date (“Term”), unless terminated earlier pursuant to Section 10 herein. Notwithstanding the foregoing,
Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15 herein shall survive the expiration, cancellation or termination of this Agreement.



 


		10.2	Automatic Renewal. Following
the initial Term, and subject to USS and BASANITE remaining in compliance with its provisions, this Agreement shall automatically renew
upon each anniversary of the Effective Date for an additional Term of one (1) year, unless USS or BASANITE provide a written notice of
termination to the other party no later than thirty (30) calendar days prior to the end of the then existing term. All renewal terms shall
be referred to as Term for construction of any provision of this Agreement during any renewed term.



 


		10.3	Termination. This
Agreement may be terminated as follows:



 


		(a)	Termination for Convenience.
This Agreement may be terminated at any time upon the mutual written consent of the Parties prior to the end of the Term.



 


		(b)	Termination for Cause.
Either Party may terminate this Agreement based on the material breach by the other Party of the terms of this Agreement, provided that
the Party alleged to be in material breach receives written notice setting forth the nature of the breach at least * * * prior
to the intended termination date. During such time the Party in material breach may cure the alleged breach and if such breach is cured
within such * * *, no termination will occur, and this Agreement will continue in accordance with its terms. If such breach
shall not have been cured, termination shall occur upon the termination date set forth in such notice.



 


		(c)	Termination for Bankruptcy/Insolvency.
Either Party may terminate this Agreement by written notice to the other Party, effective immediately upon receipt, upon the happening
of any of the following events with respect to a Party:



 


		(i)	The appointment of a receiver
or custodian to take possession of any or all of the assets of the other Party, or should the other Party make an assignment for the benefit
of creditors, or should there be an attachment, execution, or other judicial seizure of all or a substantially all of the other Party's
assets, and such attachment, execution or seizure is not discharged within 30 Business Days.



 


		(ii)	The other Party becomes a debtor,
either voluntarily or involuntarily, under Title 11 of the United States Code or any other similar law and, in the case of an involuntary
proceeding, such proceeding is not dismissed within 30 Business Days of the date of filing.





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		(iii)	The liquidation, dissolution
or winding up of the other Party whether voluntarily, by operation of law or otherwise.



 


		10.4	Duty to
Mitigate Costs. Both Parties shall, in good faith, undertake Commercially Reasonable Efforts to mitigate the costs of termination,
expiration or cancellation. 



 


 


		11 	Right of Parties
at Termination



 


		11.1	Obligations
After Termination. In the event that this Agreement is terminated or expires on its own terms, BASANITE shall continue to fulfill
all orders accepted by BASANITE prior to the date of termination, and USS shall remain obligated to compensate BASANITE for the Products
and any other agreed fees, costs, or expenses incurred by BASANITE in accordance with the terms of the respective Build Schedules up to
and including the Termination Effective Date.



 


		11.2	Survival. Notwithstanding
anything to the contrary set forth herein, no termination of this Agreement shall relieve any Party from any obligations hereunder which
are outstanding on or relate to matters or claims occurring or arising prior to, the date of such termination or which survive such termination
by their own terms or nature. Unless otherwise stated herein, all other rights and obligations of the Parties shall cease upon termination
of this Agreement. 



 


 


		12 	Indemnifications & Limitation
of Liability



 


		12.1	Indemnification. Each
Party (“Indemnifying Party”) shall indemnify, hold harmless and defend the other Party (“Indemnified Party”) and
its officers, directors, agents, employees, and affiliates, from and against any and all claims, demands, actions, costs, expenses, liabilities,
judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against, or are suffered
or incurred by, the Indemnified Party or any such person to the extent caused directly by acts or omissions of the Indemnifying Party
relating to this Agreement, including without limitation (i) any negligent or tortious conduct, (ii) any breach of any of the representations,
warranties, covenants or conditions of the Indemnifying Party contained in this Agreement, (iii) any violation of applicable laws or regulations,
(iv) infringement or violation of any patent, copyright, trade secret, or other intellectual property of any third party, and (v) any
breach of any express or implied warranties relating to the Products, including implied warranties of merchantability and fitness for
a particular purpose.



 


		12.2	Limitation of Liability. IN
NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT
OR PURCHASE OR USE OF THE PRODUCTS.



 




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		12.3	USS Warranty and Indemnification
with Respect to the Territory. USS represents and warrants that it has conducted and will conduct, all patent, trademark and copyright
searches necessary to evaluate any potential infringement claims with respect to the Product within the Territory. USS agrees to indemnify,
defend and hold BASANITE and its employees, Subsidiaries, Affiliates, successors and assigns harmless from and against all claims, damages,
losses, costs and expenses, including attorneys' fees, arising from any recall, replacement or impoundment of any Product and any third
party claims asserted against BASANITE and its employees, Subsidiaries, Affiliates, successors and assigns, that are based in part or
in whole on any of the following: (a) Specifications as agreed in Build Schedules accepted by BASANITE, USS’ Proprietary Information
and Technology, any Product, or any information, technology and processes supplied and/or approved by USS or otherwise required by USS
or BASANITE; (b) actual or alleged noncompliance with Materials Declaration Requirements; (c) that any item in subsection (a) infringes
or violates any patent, copyright or other intellectual property right of another Person, and (d) design or product liability alleging
that any item in subsection (a) has caused or will in the future cause damages of any kind. BASANITE may employ counsel, at its own expense
to assist BASANITE with respect to any such claims, provided that if such counsel is necessary because of a conflict of interest with
USS or its counsel or because USS does not assume control of the defense of a claim for which USS is obligated to indemnify BASANITE hereunder,
USS shall bear such expense. USS shall not enter into any settlement that affects BASANITE’s rights or interests without BASANITE’s
prior written approval, which shall not be unreasonably withheld. BASANITE will provide such assistance and cooperation as is reasonably
requested by USS or its counsel in connection with such indemnified claims. Further, USS shall indemnify and hold harmless BASANITE, its
directors and officers against all claims, obligations or liabilities including court costs and attorneys' fees, arising out of USS’
tortious or unauthorized acts, misrepresentations, omissions, failure to perform its obligations hereunder, or any acts not expressly
authorized in writing, related to or beyond the scope of this Agreement.



 


 


		13 	Force Majeure



 


		13.1	Force Majeure. Neither
Party shall be responsible or liable for delays in the performance of its obligations hereunder, when caused by, related to, or arising
out of acts of God, epidemic, pandemics, sinkholes, subsidence, strikes, lockouts, or other labor disputes, embargoes, earthquakes, accidents,
weather, national, regional, or local disasters, calamities, or catastrophes, inability to obtain labor or materials (or reasonable substitutes
therefor) at reasonable costs or failure of, or inability to obtain, utilities necessary for performance, governmental restrictions, orders,
limitations, regulations, or controls, national emergencies, delay in issuance or revocation of permits, enemy or hostile governmental
action, terrorism, insurrection, riots, civil disturbance or commotion, fire or other casualty, and other causes or events beyond the
reasonable control of such Party (hereinafter collectively referred to as “Force Majeure Events” or separately as “Force
Majeure Event”).





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		14 	Publicity



 


		14.1	Publicity and Media. Except
as stated herein, neither Party shall refer to this Agreement in any publicity or advertising or disclose to any Person any of the terms
of this Agreement without first conferring with the other Party. USS may disclose the corporate name of BASANITE or any other name BASANITE
uses in each marketing effort or publicity relating to the Products or sale of Products giving express recognition to BASANITE and its
role in Manufacturing Services. 



 


		14.2	Prior to use of any name of
BASANITE or its corporate name in any promotional or marketing activities or campaigns, USS shall communicate with BASANITE in writing
and obtain necessary permissions and approvals, which may be obtained through emails. Notwithstanding any other provision of this Agreement,
each Party may furnish any information to any governmental or regulatory authority, including the United States Securities and Exchange
Commission or any other foreign stock exchange regulatory authority that it is by law, regulation, rule or other legal process obligated
to disclose.



 


		14.3	As a direct consequence of
entering into this Agreement, BASANITE is required to issue a SEC Form 8-K within four (4) Business Days of the Effective Date, which
shall be a publicly available document. BASANITE will issue a simultaneous press release informing the general public that the Parties
have entered into this Agreement and provide such other details as are legally required to inform the public, its customers, other distributors,
vendors, investors, and shareholders.



 


 


		15 	General Provisions



 


		15.1	Amendments. This
Agreement may be amended only by a writing signed by each of the Parties, and any such amendment shall be effective only to the extent
specifically set forth in such writing.



 




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		15.2	Entire Agreement and Interpretation
of Agreement. This Agreement constitutes the entire understanding of the Parties and supersedes all prior discussions, negotiations,
contracts and understandings, whether oral or written, with respect to its subject matter. The Parties agree that this Agreement shall
be deemed to have been drafted jointly by the Parties and their counsel such that the terms of this Agreement may not be construed against
any Party based upon a claim that the Party or its counsel was responsible for drafting this Agreement, in whole or in part. The Parties
hereby acknowledge that they fully understand the terms of this Agreement, have entered into same voluntarily, or have had the advice
of counsel in so doing. The Parties shall take all such actions and execute all such documents that may be necessary to carry out the
purposes of this Agreement, whether or not specifically provided for in this Agreement. All references to monies in this Agreement shall
be deemed to mean lawful monies of the United States of America. Each Build Schedule shall provide terms on the Products for Manufacturing
Services for each order of Products and shall become part of this Agreement. Parties agree that Incentive Warrant entered into between
USS and Basanite, Inc. is a separate contract and shall not be construed to be part of this Agreement for any purposes whatsoever. USS
shall be responsible to hold BASANITE harmless and indemnify BASANITE with all attorneys’ fees, costs, and damages that are incurred
by BASANITE if USS pursues a legal action as to any claim that asserts issues relating to the Strategic Partner Warrant and this Agreement
together in one legal action in any tribunal. The intent of the Parties is to keep the issues and controversies relating to this Agreement
and Strategic Partner Warrant completely separate for any and all purposes.



 


		15.3	Modification. No change,
modification or waiver of this Agreement shall be valid unless it is in writing and signed by all the Parties who are bound by the terms
of this Agreement. No course of dealing between the Parties hereto shall be effective to amend, modify, or change any provision of this
Agreement. The Parties may from time to time, enter into supplemental written agreements for the purpose of adding any provisions to this
Agreement or changing in any manner the rights and obligations of the Parties under this Agreement or any Build Schedule hereto. Any such
supplemental written agreement executed by the Parties shall be binding upon the Parties. If any terms in the Build Schedule conflict
with the terms of this Agreement, then only the terms of this Agreement shall control and govern. Unless agreed to by all the Parties
in writing, Build Schedules shall not modify the terms of this Agreement.



 


		15.4	Severability. If any
provision of this Agreement is held invalid, unenforceable, or void by a court of competent jurisdiction, this Agreement shall be considered
divisible as to such provision, and the remainder of the Agreement shall be valid and binding as though such provision were not included
in this Agreement.



 




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		15.5	USS acknowledges that it is
wholly responsible for compliance with any foreign law, regulation or other standard for any Products that will be shipped outside of
the United States and such requirements shall be provided in the Build Schedule. USS shall provide BASANITE with written notice of any
such applicable foreign law, regulation or standard before BASANITE provides Manufacturing Services for Products to be shipped internationally.
BASANITE has the sole right to either accept compliance with any such applicable foreign law, regulation or standard or to reject any
such production requests.



 


		15.6	Notwithstanding any other provision
of this Agreement, if any claim is asserted by any Person against BASANITE resulting from any solicitation or sale of the Products within
the Territory and/or in compliance with this Agreement due to any misrepresentation, omission, fault, negligence, or intentional conduct
of USS, then USS shall hold BASANITE harmless and indemnify BASANITE for any damages and attorneys’ fees and costs BASANITE has
to incur to resolve or defend its position in any controversy outside the United States or within the United States.



 


		15.7	Any sales of Products that
are manufactured in accordance with the terms of this Agreement by USS to any Person shall be governed by the laws of the State of Florida
and except as stated herein, the venue for all controversies between USS and such Persons must remain within the State of Florida, County
of Broward.



 


		15.8	USS shall take any and all
necessary actions to assure that all contracts that are entered into between USS and any Person to whom it sells Products manufactured
in accordance with the terms of this Agreement are made in writing that such contracts comply with the mandatory governing law and the
venue provisions as required by this Section. This Agreement does not provide or create any third-party beneficiary rights or any other
rights of any kind in any Person with whom USS enters into any contract for the sale of Products manufactured under this Agreement.



 


		15.9	Benefits; Binding Effects;
Assignment. This Agreement shall inure to the benefit of and be binding upon Parties, their successors and assigns, including, without
limitation, any person, partnership or corporation which may acquire all or substantially all of the assets in business of a Party, or
with or into which a Party may be consolidated, merged or otherwise reorganized, and this provision shall apply in the event of any subsequent
merger, consolidation, reorganization, or transfer. Parties may freely transfer or assign this Agreement or any of the rights granted
hereunder as long as they notify the other Party in writing of such transfer or assignment.



 




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		15.10	Insurance. Each Party
will keep its business and properties insured at all times against such risks for which insurance is usually maintained by reasonably
prudent Persons engaged in a similar business (including insurance for hazards and insurance against liability on account of damage to
Persons or property and insurance under all applicable workers' compensation laws). The insurance maintained shall be in such monies and
with such limits and deductibles usually carried by Persons engaged in the same or a similar business. In support of its indemnification
obligations, each Party shall name the other as an additional insured on its General Liability, Automobile and Worker's Compensation insurance
policies and agrees that such insurance shall respond as primary and noncontributory with any insurance held by each Party. Certificates
of Insurance shall be provided by each Party to the other Party within 30 Business Days of the Effective Date and annually thereafter
on the anniversary date of this Agreement.



 


		15.11	Non-Impairment of Goodwill.
During and after the Term of this Agreement, neither Party shall disparage, in any manner or respect, the other Party or the financial
soundness and responsibility, personnel or practices of the other Party’s business.



 


		15.12	Non-Solicitation. Both
Parties acknowledge and recognize the highly competitive nature of their businesses and agree that during the Term of the Agreement between
the Parties and for 1 year thereafter, neither Party shall directly or indirectly hire or solicit, induce or influence, or attempt to
induce or influence, or assist in the hiring or solicitation of any Person who, at any time during the 6 month period prior to such hiring
or solicitation was an employee of the other Party, or otherwise entice or encourage any such Person either to leave the other Party’s
employment or to provide services to any competitor of either Party. Neither Party is prohibited from (a) soliciting by means of a general
advertisement or (b) engaging any recruiting firm or similar organization to identify or solicit individuals for employment (and soliciting
any Person identified by any such recruiting firm or organization) so long as such hiring Party does not identify the individuals to be
solicited by such recruiting firm or organization and that the ultimate hiring or contracting of such an individual does not pose a conflict
of interest or otherwise violate any contractual obligations between the Parties.



 


		15.13	Other Activities. Parties
may engage in other activities for compensation during the Term of this Agreement so long as those activities do not conflict with the
responsibilities or limitations agreed to by Parties herein.



 


		15.14	Headings. Headings in
this Agreement are for convenience only and shall not be used to interpret or construe its provisions.



 


		15.15	Governing Law. This
Agreement shall be governed by the laws of the State of Florida (without regard to the laws that might be applicable under principles
of conflicts of law) as to all matters, including, but not limited to, matters of validity, construction, effect and performance.



 




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		15.16	Venue, Jurisdiction, Fees,
and Costs. Should a lawsuit be necessary to enforce this Agreement, the Parties agree that jurisdiction and venue shall lie solely
in Broward County, Florida, United States of America. In the event of any litigation or arbitration relating to the subject matter of
this Agreement, the prevailing Party shall be entitled to receive from the non-prevailing Party, its reasonable attorneys’ fees
(including Trial and Appellate attorney's fees) and costs.



 


		15.17	No-Waivers. The written
waiver by any Party of any other Party's breach of any provision of this Agreement shall not operate nor be construed as a waiver of any
subsequent breach, and the written waiver by any Party to exercise any right or remedy shall not operate nor be construed as a waiver
or bar to the exercise of such right or remedy upon the occurrence of any subsequent breach. All waivers under this Agreement must be
in writing and signed by the Parties hereto.



 


		15.18	Disputes, Pre-Mediation
Settlement Conference, Mediation, and Arbitration. Any disputes between the Parties hereto, whether arising under this Agreement or
otherwise, which the Parties cannot resolve between themselves using good faith shall be resolved in person at the offices of either Party
or at the office of their counselor at the office of a mediator or an arbitrator or through the use of remote technology such as phone
or video conferencing as follows:



 


		(a)	The Parties shall use good
faith efforts to resolve disputes among themselves without using a neutral third party or a mediator within * * * of notice
of such dispute. Such efforts shall include escalation of such dispute to the corporate officer level of each Party and each Party may
engage counsel to assist in such settlement efforts prior to mediating such dispute with a mediator.



 


		(b)	If the Parties are unable to
resolve the dispute among themselves, it shall be referred to a court certified mediator, and any mediation shall be held in Broward County
or at the offices of JAMS in Miami-Dade County. The Parties shall share equally in the cost of said mediation and mutually attempt to
select a mediator from JAMS. In the event that the Parties are unable to agree upon a mediator from the list of mediators at JAMS within
15 Business Days of the date on which either Party requests mediation of a matter, the mediator shall be appointed by JAMS.



 




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		(c)	In the event that said dispute
is not resolved in mediation, the Parties shall submit the dispute to a neutral arbitrator at JAMS. The arbitration shall be held in Broward
County at office of BASANITE or at the offices of JAMS in Miami-Dade County. The prevailing Party shall recover all fees and costs of
said arbitration. In the event that the Parties are unable to agree upon an arbitrator from the list of arbitrators at JAMS within 15
Business Days of the date on which either Party requests arbitration of a matter, the arbitrator shall be appointed by JAMS. The Parties
further agree that full discovery shall be allowed to each Party to the arbitration and a written award shall be entered forthwith. Any
and all types of relief that would otherwise be available in Court shall be available to both Parties in the arbitration. The decision
of the arbitrator shall be final and binding. Arbitration shall be the exclusive legal remedy of the Parties. Judgment upon the award
may be entered in any court of competent jurisdiction pursuant to Florida Statutes.



 


		(d)	If either Party refuses to
comply with a ruling or decision of the arbitrator and a lawsuit is brought to enforce said ruling or decision, it is agreed that the
Party not complying with the ruling or decision of the arbitrator shall pay the court costs and reasonable attorney's fees (including
Trial and Appellate attorney's fees) incurred in enforcing the ruling or decision of the arbitrator.



 


		(e)	Any rights of injunctive relief
shall be in addition to and not in derogation or limitation of any other legal rights



 


		15.19	Assignment. Neither
Party shall assign, pledge or otherwise transfer any of its rights, interest, or obligations hereunder, whether by operation of law or
otherwise, without the prior express written consent of the other Party.



 


		15.20	WAIVER OF JURY TRIAL. EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDINGOR COUNTERCLAIM (WHETHER BASED ON
CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION,
PERFORMANCE OR ENFORCEMENT HEREOF.



 




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		15.21	Facsimile or Electronic
Copy. A facsimile or electronic copy of this Agreement and any signatures affixed hereto shall be considered for all purposes as originals.
Delivery of this Agreement may be effectuated by electronic communication (including by PDF sent by electronic mail, facsimile or similar
means of electronic communication).  Signatures delivered by electronic communication shall have the same legal effect as manual
signatures.  Each Party will make commercially reasonable efforts to provide an original signature, but failure to do so will not
affect the validity of a party’s electronic signature. Pursuant to the Electronic Signatures in Global and National Commerce Act
(ESIGN) the Parties hereby expressly agree to the other’s election to use electronic signature software operated by DocuSign for
execution of this Agreement. The electronic signature generated by this software shall have the same legal effect as a handwritten signature
and shall be considered legally admissible evidence of the parties’ intention to be legally bound by this Agreement. The Parties
declare that they have received all information required to be fully aware of the electronic signature process and each Party hereby waives
any claim, which it may have against the other Party as a result of the use of such electronic signature software.



 


		15.22	Cumulative Remedies. The
rights and remedies of the Parties hereunder are cumulative and not exclusive of any rights or remedies which the Parties would otherwise
have. No single or partial exercise of any such right or remedy by a Party, and no discontinuance of steps to enforce any such right or
remedy, shall preclude any further exercise thereof or of any other right or remedy of such Party.



 


		15.23	Entire Agreement. This
Agreement contains the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes all prior written
and oral agreements, and all contemporaneous oral agreements, relating to such transactions.



 


		15.24	Schedules. The
Schedules attached hereto are an integral part hereof and all references herein to this Agreement shall include such documents as incorporated
in this Agreement. Schedules 1-A and 1-B are incorporated herein by reference and made part of this Agreement including any amendments
to such Schedules shall be deemed incorporated in this Agreement, with consent or approval of USS.



 


		15.25	Counterparts. This Agreement
may be executed in two or more parts, each of which shall be deemed an original but all of which together shall be one and the same instrument.



 


		15.26	Notices. Any notice,
demand or other communication required or permitted by this Agreement must be in writing and shall be deemed to have been given and received:



 


		(a)	if mailed, on the third business
day after deposit in the United States mail, certified or registered postage prepaid, return receipt requested, or



 


		(b)	if delivered by overnight delivery
service or messenger, when delivered, or 





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		(c)	if faxed or emailed, twenty-four hours after being dispatched
by fax or EDI (with telephone confirmation) addressed to the respective Parties at the following addresses, telegram or telex or email
(through last known email address); in every case addressed to the Party to be notified as follows:



 


If to USS: 


U.S. SUPPLIES, INC.


1305 Hill Avenue


West Palm Beach, FL
33407


Attention: Manuel A.
Rodriguez, President


mrodriguez@cppb.us


 


If to BASANITE:


BASANITE INDUSTRIES
LLC


2041 NW 15th Avenue


Pompano Beach, FL 33069


Attention: Simon R.
Kay, Interim Acting Chief Executive Officer


 


sk@basaniteindustries.com


 


Copy to: 


Harsh Arora, Esq.


Kelley Kronenberg


10360 West State Road
84


Ft. Lauderdale, FL
33324


harora@kklaw.com


 


IN WITNESS WHEREOF the Parties have executed this
Agreement as of the Effective Date.


 


 


U.S. SUPPLIES INC. 


 


 


By: /s/ Manuel A. Rodriguez


Manuel A. Rodriguez, President



 


 


 


 


 


BASANITE INDUSTRIES LLC


 


 


By: /s/ Simon R. Kay


Simon R. Kay, Interim Acting
Chief Executive Officer


 


 




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SCHEDULE
1-A


 


* * *


 




    	 



    	 



    

 


SCHEDULE 1-B


price
adjustment formula


 


*
* *