Joint
Venture Agreement


 


THIS
AGREEMENT (the “Agreement) is made as of the 22nd day of June, 2018, by and between REACH Genetics, Inc., a Nevada
Corporation (the “First Party”), and Ohana Agricultural Resources, LLC, a Domestic Limited Liability Company
registered in Hawaii (the “Second Party”), and Jaroma, LLC, a Domestic Limited Liability Company registered
in Hawaii (the “Third Party”), collectively (the “Parties”).


 


WHEREAS
the First Party is engaged in the business of the production and sales of essential oils and producing and selling Legal Industrial
Hemp related products;


 


WHEREAS
the Second Party is engaged in the business of the production and sales of essential oils products and focusing on the benefits
to the Hawaiian people.


 


WHEREAS
the Third Party is engaged in the business of producing Legal Industrial Hemp products for the construction industry.


 


WHEREAS
the Parties wish to join together in a joint venture for the purpose of the production and sales of essential oils products
and producing Legal Industrial Hemp products for the construction industry with a focus on the benefits to the Hawaiian people.


 


NOW
THEREFORE BE IT RESOLVED, in consideration of the mutual covenants, promises, warranties and other good and valuable consideration
set forth herein, the Parties agree as follows:


 


	 	1.	Formation.
    The joint venture formed pursuant to this Agreement (the “Joint Venture”) shall do business under the name Hiwahiwa
    Ola, Inc., and shall have its legal address at 54-058 Hauula Homestead Rd, Hauula, HI 96717. The Joint Venture shall be
    considered in all respects a joint venture between the Parties, and nothing in this Agreement shall be construed to create
    a partnership or any other fiduciary relationship between the Parties.
	 	 	 
	 	2.	Joint
    Venture Interests. Upon execution of this Agreement, the Parties shall each own the following interests in the Joint Venture:
    


 


	 	a.	REACH
    Genetics, Inc.	51.0%	 
	 	b.	Ohana
    Agricultural Resources, LLC	24.5%	 
	 	c.	Jaroma,
    LLC	24.5%	 


 


	 	3.	Purpose.
    The Joint Venture shall be formed for the purpose of the production and sales of essential oils products and producing Legal
    Industrial Hemp products for the construction industry with a focus on the benefits to the Hawaiian people.
	 	 	 
	 	4.	Contributions.
    


 


	 	1.	The
    Parties shall each make an initial contribution to the Joint Venture according to the following terms:


 






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	 	i.	First
    Party’s Contribution: By July 1, 2018, Reach Genetics, Inc will contribute 200 bottles of CBD oil with a potential retail
    value of $12,000.
	 	ii.	Second
    Party’s Contribution: Physical address and Office space to conduct daily business related to the start-up and secure
    storage of Hiwahiwa Ola and/or products. Provide in-kind advisory and consultant on Hawaiian Cultural practices and integration
    of non-endemic medicinal and/or non-medicinal products. valued at $6000 - $12,000
	 	iii.	Third
    Party’s Contribution: Office space at Waialua Sugar Mill, 300sf including Wi-Fi, bathroom adjacent, parking, meeting
    room, shop and storage space at Waialua Sugar Mill - 800sf including electrical and water service, Wi-Fi, next door to office
    pickup truck for deliveries, flatbed truck for large deliveries. Nick sales - 8 hours a week; Clerical - 16 hours per week
    as needed.


 


	 	5.	Finances.
    Bank accounts shall be established by Hiwahiwa Ola, Inc., into which the financial contributions of the Parties shall be deposited,
    for use in the set-up, operation, and administration of the Joint Venture. 
	 	 	 
	 	6.	Funding.
    In the event that the Joint Venture requires additional funds to be contributed to it by the Parties, such additional
    contributions shall be made in the following proportion: The First Party shall contribute 51%; the Second Party shall contribute
    24.5% and the Third Party shall contribute 24.5%. 
	 	 	 
	 	7.	Management.
    The management of the Joint Venture shall be established and agreed upon by the Parties with proportionate voting rights as
    established in Section 2 above. The Corporation, Hiwahiwa Ola, Inc., shall be established with Cynthia Boerum, President;
    Sadrian Chee, Vice-President; Nicholas Denzer, Vice-President; Jeffrey Hranicka, Secretary and Treasurer. The Parties will
    vote and put in place at a minimum an operating CEO and COO to manage business activities.
	 	 	 
	 	8.	No
    Exclusivity. No Party shall be obligated to offer any business opportunities or to conduct business exclusively with another
    Party by virtue of this Agreement. 
	 	 	 
	 	9.	Term.
    This Agreement shall remain in full force and effect, for a period of three years from the date of this Agreement (the “Initial
    Term”). Upon the expiration of the Initial Term, the Agreement shall be automatically renewed for successive periods
    of one year each (each, a “Renewal Term”), unless any Party gives written notice of termination to the other Party’s
    at least 30 days prior to (but in no case more than 60 days prior to) the expiration of the Initial Term or of any Renewal
    Term. At any time, this Agreement may also be terminated by mutual written consent of the Parties. If this Agreement either
    expires or is terminated, the Joint Venture shall be terminated as well, and all Parties’ obligations under this Agreement
    with respect to the operation and administration of the Joint Venture shall no longer have force or effect. 
	 	 	 
	 	10.	Right
    of First Refusal. In the event that any Party desires to dispose of any or all of its Ownership Interest in the Joint
    Venture, whether by sale, gift, or operation of law, to any third party, the Non-Selling Parties will have the Right of First
    Refusal, in accordance with their proportion(s) of ownership of the Joint Venture, to acquire any or all of the Selling Party’s
    Ownership Interest. The value of the Selling Party’s ownership interest will be established by an independent third-party
    appraisal within thirty days following receipt by the Non-Selling Parties of a written Notice of Intent to Sell or Dispose.
    


 




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	 	11.	Confidentiality.
    Any information pertaining to either Party’s business to which the other Party is exposed as a result of the relationship
    contemplated by this Agreement shall be considered to be “Confidential Information.” Neither Party may disclose
    any Confidential Information to any person or entity, except as required by law, without the express written consent of the
    affected Party. 
	 	 	 
	 	12.	Further
    Actions. The Parties hereby agree to execute any further documents and to take any necessary actions to complete the formation
    of the Joint Venture. 
	 	 	 
	 	13.	Assignment.
    No Party may assign or transfer their respective rights or obligations under this Agreement without prior written consent
    from the other Party’s. Except that if the assignment or transfer is pursuant to a sale of all or substantially all
    of a Party’s assets or is pursuant to a sale of a Party’s business, then no consent shall be required. In the
    event that an assignment or transfer is made pursuant to either a sale of all or substantially all of the Party’s assets
    or pursuant to a sale of the business, then written notice must be given of such transfer within 10 days of such assignment
    or transfer. 
	 	 	 
	 	14.	Governing
    Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Hawaii,
    without regard to conflicts of law principles.
	 	 	 
	 	15.	Counterparts.
    This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when
    taken together, shall constitute one agreement. 
	 	 	 
	 	16.	Severability.
    If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue
    in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent
    jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed
    as so limited. 
	 	 	 
	 	17.	Notice.
    Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt
    requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:


 


	 	If
    to First Party:	REACH
    Genetics, Inc.
	 	 	4800
    Baseline Road
	 	 	Unit
    E104-#345
	 	 	Boulder,
    CO 80303
	 	 	 
	 	 	And
    copies to:
	 	 	REACH
    Genetics, Inc.
	 	 	8600
    171st Place
	 	 	Tinley
    Park, IL 60487-2298


 




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	 	If
    to Second Party:	Ohana
    Agricultural Resources, LLC
	 	 	c/o
    Sadrian Chee
	 	 	54-058
    Hauula Homestead Rd.
	 	 	Hauula,
    HI 96717
	 	 	 
	 	If
    to Third Party:	Jaroma,
    LLC
	 	 	c/o
    Nicholas Denzer
	 	 	68-671
    Crozier Drive
	 	 	Waialua,
    HI 96791


 








	 	17.	Headings.
    The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
    
	 	 	 
	 	18.	Entire
    Agreement. This Agreement constitutes the entire agreement between First Party, Second Party and Third Party, and supersedes
    any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions,
    understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.


 


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