Memorandum
of Understanding


 


This
Memorandum of Understanding (“MOU” or “Agreement”)) is entered into on the 9th day of November
2018 (“Effective Date”) by and between Canbiola, Inc. (“CANB”), a Florida Corporation located at 960 S.
Broadway, Suite 120, Hicksville, NY 11801, and TZ Wholesale LLC (“TZ”), d.b.a. Pure Wholesale, located at 1538 Middleneck
Road, Port Washington, NY 11050 or collectively referred to as the Parties (“Parties”).


 


RECITALS


 


	 	1-	CANB
    is one of the leading providers of proprietary non-psychoactive cannabinoid extracted
    from the hemp plant (“CBD” or “Products”) and a proprietary therapy using Transcutaneous Electrical
    Nerve Stimulation (“TENS”) and Electrode Pads to relieve and reduce muscle and joint pain. 
	 	 	 
	 	2-	TZ
    is a wholesale distributor of various goods and products to both sub-distributors and retailers (“Customers”)
    worldwide.
	 	 	 
	 	3-	TZ
    has indicated interest in the sale and placement of Products into their Customers locations providing certain branding and
    pricing parameters can be met.
	 	 	 
	 	4-	CANB
    is a publicly traded (OTCQB:CANB) and supplier of Products for sale into medical, retail, and online consumers.
	 	 	 
	 	5-	CANB
    maintains a corporate office and shipping facility in Hicksville, NY.
	 	 	 
	 	6-	CANB
    is desirous of expanding its industry relationships to the TZ Customers.
	 	 	 
	 	7-	The
    Parties represent that they have sufficient resources to allow for expansion and growth into additional related markets and
    the TZ Customer base.
	 	 	 
	 	8-	CANB
    has provided sufficient Product samples to allow TZ to make an informed decision as to the purchase and subsequent sale of
    the Products.
	 	 	 
	 	9-	TZ
    confirms that all deliveries shall be made to their warehouse location at 4756 Glen Woods Street, Littleneck, NY 11362 with
    shipping charges the responsibility of TZ.
	 	 	 
	 	10-	This
    Agreement and subsequent manufacturing and distribution of Product by TZ is on a non-exclusive basis subject to the additional
    terms of this agreement including section B. b.





_______


Initial  







 




    	 



    	 



    

 


NOW
THEREFORE the Parties agree as follows:


 


	 	A-	Upon
    of signing of this agreement:


 


	 	 	a.	CANB
    will provide and confirm:


 


	 	 	i.	A
    final cost FOB factory of products per below:


 


	 	 	1.	Pure
    Ultra Hemp Oil Drops 250 mg 1 oz (30ml) $10.95
	 	 	2.	Pure
    Ultra Hemp Oil Drops 500 mg 1 oz (30ml) $16.99
	 	 	3.	Pure
    Ultra Hemp Oil Drops 1,000mg 1 oz (30ml) $26.89
	 	 	4.	Pure
    Ultra Hemp Oil Drops 1,500mg 1 oz (30ml) $31.99
	 	 	5.	Cryo-Gel
    125mg 3 oz (90ml) $15.00
	 	 	6.	Cryo-Gel
    300mg 3 oz (90ml) $30.00
	 	 	7.	Muscle
    & Joint Hemp Salve 100mg .5 oz (15ml) $12.50
	 	 	8.	Muscle
    & Joint Hemp Salve 200mg .5 oz (15ml) $20.00
	 	 	9.	Pet
    Pure Hemp Drops- Price TBD
	 	 	10.	TENS
    unit and CBD Patched TBD


 


	 	 	ii.	Prices
    are subject to change with 30 days written notice.
	 	 	 	 
	 	 	iii.	A
    $10,000 credit at wholesale cost per above. on the first order of Product.


 


	 	b.	TZ
    will provide:


 


	 	 	i.	Camera
    ready art and materials to CANB to allow the production of labels for products.


 


	 	 	1.	Both
    the design and printing of the labels shall be at TZ’s sole expense as we discussed, and the price will be passed through
    at CANB actual cost.


 


	 	 	a.	For
    clarity, EACH plate/ dye/ and set-up charges directly form the printer is approximately $400 per SKU.  Once TZ pays
    for these plates, they are the property of TZ.
	 	 	b.	Each
    SKU label run at the anticipated quantities is approximately $.17 per label at 2,500 labels or approximately $400. TZ
    is free to have labels produced at any printer provided the labels fit the CANB labeling machines and meet with label compliance
    requirements.


 


	 	 	2.	CANB
    shall apply the labels to all Products at no additional cost.
	 	 	 	 
	 	 	3.	TZ
    has the option to use additional private labels for the Products but any and all labels shall comply with the CANB design
    and regulatory requirements prior to printing and use and shall be at TZ’s sole expense.





_______


Initial  


 




    	 



    	 



    

 


	 	 	ii.	An
    initial order over ten thousand dollars ($10,000) for delivery to TZ’s warehouse location at the first Product availability
    opportunity.
	 	 	 	 
	 	 	iii.	Identifying
    the initial products for the launch.


 


	 	B-	General
    Terms and Conditions.


 


	 	 	a.	All
    marketing materials, brochures, posters, sell sheets, window displays, door stickers tri-fold pamphlets, educational materials,
    ”swag” such as shirts etc. (“Marketing Materials”) shall be approved by both parties for quality,
    quantity and cost and, once approved the actual cost shall be split 50/50.  CANB may pay for its 50% portion of
    the actual cost of the Marketing Materials in Product shipped to TZ.   
	 	 	 	 
	 	 	b.	Shipment
    terms are 10 business days date of order received from TZ.
	 	 	 	 
	 	 	c.	Sale
    terms are NET 10 days. Subsequent orders will not be shipped unless account is current.  Late fees per
    the CANB policy will be enforced.
	 	 	 	 
	 	 	d.	The
    Parties agree to non-circumvention and no-raid provisions for the term of this agreement whereas CANB agrees not to directly
    sell Products to any TZ Customers and TZ agrees not to contact any of the CANB suppliers or vendors used in production and
    procurement of the Products.
	 	 	 	 
	 	 	e.	Should
    TZ discontinue use or stop shipment of any single Product for 3 months or longer, the Product in inventory shall be shipped
    to and paid for by TZ under the usual terms of sale.
	 	 	 	 
	 	 	f.	Minimum
    order requirements for each manufacturing run and delivery shall be $5,000.
	 	 	 	 
	 	 	g.	The
    term of this agreement shall be for 5 years from Effective Date.


 


	 	C-	This
    MOU shall be binding upon the Parties and may be replaced with a definitive agreement signed by the Parties.   
	 	 	 
	 	D-	This
    MOU shall supersede all agreements, both oral and written, between the Parties.
	 	 	 
	 	E-	Whenever
    TZ places any product in 50 of their customer’s stores, CANB shall issue TZ or its principles two million (2,000,000)
    shares of common stock of the Corporation, said stock shall be issued under the SEC ’34 act as Rule 144 Restricted Shares
    of stock.  





_______


Initial  


 




    	 



    	 



    

 


REPRESENTATIONS
AND WARRANTIES


 


	 	A.	TZ
    will hold CANB, including all employees, officers, and employees harmless for any delay in shipping or availability of Products
    potentially causing any business interruption.
	 	 	 
	 	B-	Each
    Party represents that they have been represented by counsel, have the authority to execute this MOU and that it is understood
    it is binding in every respect.
	 	 	 
	 	C-	The
    Parties will or have executed a Non-Disclosure and Non-Circumvention Agreement.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Memorandum of Understanding to be binding and effective as of the day and
your first written above.


 


********Signature
page follows********



_______


Initial  


 




    	 



    	 



    

 


****Signature
Page to Memorandum of Understanding TZ Wholesale LLC / CANB****


 


	Canbiola,
    Inc.	 
	 	 	 
	By:		 
	 	Marco
    Alfonsi, CEO	 
	 	 	 
	TZ
    Wholesale LLC	 
	 	 	 
	By:	 	 
	 	Ken
    Tawfik, Principal and Managing Member	 



_______


Initial