ex10-36





 






  


Exhibit
10.36


 



SUPPLY AGREEMENT

 



THIS
SUPPLY AGREEMENT (this “Agreement
”)
is made as of Feburary 3rd,
2020 (the "Effective Date" ), by and between 
HTO Holdings Inc., a
corporation under the laws of the State of Delaware, having a place
of business at 78000 Fred Waring Dr. Ste 103. Palm Desert CA,
92211, (" 
Supplier"),
and Exactus, Inc., a corporation existing and organized under the
laws of the Nevada, having a place of business at 80 NE
4th
Avenue,
Suite 28, Delray Beach, Florida 33483, (hereinafter
"Buyer"
or the "Company")
(Buyer and Supplier may be referred as the "Parties"
or “Party”).

 


 

 



WITNESSETH:

 



WHEREAS,
Buyer and Supplier have agreed to enter into this Agreement
pursuant to which Supplier will grow, harvest, process, extract and
supply Products, as defined below, to Buyer (referred to below as
"Production").

 



NOW THEREFORE, in consideration of the premises and preamble, which
are incorporated herein by reference, and other good and valuable
consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as
follows:

 







1.

AGREEMENT TO PURCHASE AND SELL PRODUCTS

 



1.1

General.
During the Term, Supplier hereby agrees to produce and sell to
Buyer, and Buyer hereby agrees to purchase and accept from
Supplier, such amounts of Products, when available, as from time to
time shall be ordered by Buyer. Supplier shall furnish the products
identified on 
Exhibit 1.1 hereto,
in the form described in Exhibit 1.1 (the "Products").

 



1.2

Product Specifications.
Supplier shall supply all Products according to the Specifications
in effect as of the date of this Agreement, with such changes or
additions to the Specifications of the Products related thereto as
shall be requested by Buyer in accordance with this Section or as
otherwise agreed in writing by the Parties. All other Products
shall be manufactured with such Specifications as the Parties shall
agree in writing. "Specifications"
means, with respect to any Product, the design, composition,
dimensions, other physical characteristics, chemical
characteristics, packaging, unit count and trade dress of such
Product. The Specifications hereby incorporate the Laws and all
rules and regulations promulgated thereunder by any governmental
authority, including but not limited to the Oregon Department of
Agriculture and the U.S Agricultural Improvement Act of 2018. The
Products shall not contain any substance or chemical prohibited by
such Laws, rules and regulations.

 



2.

PURCHASE ORDERS

 



2.1

Purchase Orders.
Buyer shall furnish to Supplier a purchase order in the form of
Exhibit 2.1 attached hereto (each, a "Purchase
Order") for
the quantity of the Products which Buyer shall purchase, and
Supplier shall deliver in accordance with the Purchase Order and
this Agreement. Supplier shall acknowledge receipt of such Purchase
Order and acceptance thereof as soon as practicable after Supplier
receives a Purchase Order. The Supplier retains the right to accept
or reject any Purchase Order at its sole discretion. Upon
acceptance by Supplier, each such Purchase Order shall be binding
on all parties. Each such Purchase Order shall designate the
quantity of the Products ordered and payment terms. In the event of
a conflict between this Agreement and a Purchase Order, this
Agreement governs.

 



3.

SHIPMENTS AND ACCEPTANCE

 



3.1

Delivery.
Supplier shall deliver all Products F.O.B. at Supplier’s
shipping point for delivery to Buyer's facility as specified in the
Purchase Order.
Title
and risk of loss will transfer from Supplier to Buyer upon delivery
of Product to Buyer’s shipment carrier. Buyer shall provide
instruction on when the product is to be delivered, and how much
product is to be picked up each month. The Buyer shall be
responsible for shipping costs from the Supplier’s shipping
point.

 


 




 








 






 

 



3.2

Inspection; Rejection.

 



(a)
Buyer will inspect each shipment of Product upon receipt to verify
such shipment's conformity to the relevant Purchase Order, Laws,
and Specifications as of the time the Product was delivered to
Buyer. If Buyer determines that any portion or all of any shipment
of the Product did not conform to the Purchase Order as of the time
it was delivered to Buyer (each non-conforming Product , a "

Defective Product" ),
then Buyer shall be entitled to reject such portion or all of any
shipment of Product that includes Defective Product. Buyer shall
notify Supplier in writing if the shipment of Product includes
Defective Product that existed at the time of the delivery of the
Products to Buyer. Such notification shall be made as soon as
reasonably practicable after discovery of the nonconformity, but
not later than thirty (30) days after delivery of the Products.
Such notice shall: (i) specify the reasons for rejection, and (ii)
contain the testing results and methodology used to determined
non-conformance of the Defective Product. If Buyer does not so
reject the Products within thirty (30) days after delivery, Buyer
shall be deemed to have accepted the Products. After notice of
rejection is received by Supplier, Buyer shall cooperate with
Supplier in determining whether such rejection is justified.
Supplier shall notify Buyer as soon as reasonably possible, but not
later than thirty (30) days after receipt of the notice from Buyer,
whether it accepts Buyer' s basis for rejection. Notwithstanding
anything to the contrary, if a portion or all of any shipment of
Product has a latent defect that renders such Product a Defective
Product prior to the expiry date of such Product and that (a) was
not reasonably discoverable within the inspection period specified
in this Section 3.2 an (b) was attributable to Supplier' s
manufacture and/or supply and (iii) did not occur after receipt of
such Product by Buyer as described in Section 3.2 (each such
defect, a " 
Latent Defect" ),
Buyer shall promptly, and in no event more than twenty (20) days
after the discovery or notification of such Latent Defect, notify
Supplier of such Latent Defect. If Supplier accepts Buyer's
determination that the Product is a Defective Product or that the
Product contain s a Latent Defect, then Buyer shall be entitled to
the remedies set forth in Section 6.4 hereof. If Supplier does not
accept Buyer's determination that the Product is a Defective
Product or that the Product contains a Latent Defect, and Buyer
does not accept Supplier's conclusion, then Supplier and Buyer
shall jointly select an independent Third Party to determine
whether it conforms to the Purchase Order (the "Third Party
Determination"). The Parties agree that the Third Party
Determination shall be final. If the Third Party rules that the
Product conformed to the Purchase Order as of the time the Product
was delivered to Buyer or that the Product does not contain a
Latent Defect, as applicable, then Buyer shall be deemed to have
accepted the Product at the agreed upon price and Buyer shall bear
the cost of the Third Party Determination. If the Third Party rules
that the Product does not conform to the Purchase Order at the time
the Product was delivered to Buyer or that the Product contains a
Latent Defect, then Buyer shall be entitled to the remedies set
forth in Section 6.4 hereof and Supplier shall bear the cost of
such Third Party Determination. In the event the Product is
determined to have a Latent Defect, the Product will be promptly
returned to the Supplier by the Buyer.

 



4.

RECORDS AND AUDIT RIGHTS, PUBLIC STATEMENTS;
RECALLS

 



4.1

Records; Audit Rights.
Supplier shall maintain, and shall cause its agents to maintain,
all records necessary to comply with all applicable Laws relating
to the production, filling, packaging, testing, storage and
shipment of Products. "Laws"
means any statute, law, ordinance, regulation, rule, code, order,
constitution, treaty, common law, judgment, decree, other
requirement or rule of law of any governmental entity, but does not
include any United States federal law concerning cannabis,
including the Controlled Substances Act, 21 U.S.C. §§
801, et. seq. All such records shall be maintained for such period
as may be required by applicable Laws; provided, however, that all
records relating to the production, stability and quality control
of Products shall be retained until the parties agree to dispose of
such records.

 



5.

PRICE, PAYMENT COOPERATIVE ADVERTISING

 



5.1

Price.

 



(a) The
purchase price for Products supplied hereunder (the
"Purchase
Price”),
shall be calculated in accordance with 
Exhibit 1.1 and
paid in accordance with this Section. For purposes hereof "cGMP"
means current good manufacturing practices of the FDA and other
appropriate agencies, as set forth in 21C.F.R. Part 111 and all
applicable FDA rules, regulations, guides and guidance(s,) as
amended from time to time and in effect during the term of this
Agreement.

 



(b) Buyer
will pay Supplier amounts due pursuant to this Agreement in
accordance with Exhibit 1.1.

 



5.2

Taxes.

 



(a) Supplier
and Buyer each shall cooperate with the other party, as reasonably
requested by the other party, to minimize or eliminate Taxes to the
extent legally permissible, including by making available to such
other party any existing resale certificates, exemption
certificates or other existing information relevant for such
purpose. “Taxes"
means all state, local, foreign and other income, gross receipts,
sales, use, production, ad valorem, transfer, franchise,
registration, profits, service use, withholding, payroll,
employment, unemployment, estimated, excise, severance,
environmental, stamp, occupation, premium, property personal,
customs, duties or other taxes, fees, assessments or charges of any
kind whatsoever, together with any interest, additions or penalties
with respect thereto and any interest in respect of such additions
or penalties.

 


 




 








 






 

 



(b) If
applicable Laws relating to Taxes require Buyer to withhold any
Taxes from a payment to Supplier, Buyer to withhold any Taxes from
a payment to Supplier, Buyer shall withhold such Taxes and shall
pay the amount withheld to the relevant Taxes authority.



 



6.

REPRESENTATIONS AND WARRANTIES

 



6.1

Representations and Warranties of Supplier.
Supplier represents and warrants to Buyer
that:

 



(a) the
Products shall be manufactured and packaged in compliance with the
provisions of the Laws governing the production, storage and
transportation of the Products, including without limitation, laws
promulgated by a state specific department of agriculture and the
federal Farm Bill (aka as the Agricultural Act of 2014 and the
Agriculture Improvement Act of 2018, as such either act may be
amended, restated, or re-enacted), and shall be devoid of the use
of any pesticides or any other harmful chemicals or
and;

 



(b) as
of the time any Products are delivered to Buyer and during the
shelf life of such Products, such Products shall conform to the
Specifications;

 



(c) upon
transfer of the risk of loss of a Product, as provided in Section
3.1, good and valid title to such Product sold hereunder will be
conveyed by Supplier to Buyer free and clear of any liens or
encumbrances created by Supplier;

 



(d) Supplier
has all necessary corporate power and authority to enter into this
Agreement and, to carry out its obligations hereunder and
thereunder and to consummate the transactions contemplated hereby.
The execution and delivery by Supplier of this Agreement, the
performance by Supplier of its obligations hereunder and thereunder
and the consummation by Supplier of the transactions contemplated
hereby and thereby have been duly authorized by all requisite
corporate action on the part of Supplier; and

 



(e) Supplier
is in material compliance with all Laws applicable to its business
and operations as presently



conducted.

 



6.2

Representations and Warranties of Buyer.

 



(a) Buyer has all necessary corporate power and authority to enter
into this Agreement and, to carry out its obligations hereunder and
thereunder and to consummate the transactions contemplated hereby
and thereby. The execution and delivery by Buyer of this Agreement,
the performance by Buyer of its obligations hereunder and
thereunder and the consummation by Buyer of the transactions
contemplated hereby and thereby have been duly authorized by all
requisite corporate action on the part of
Buyer.

 



6.3

THE WARRANTIES SET FORTH IN SECTION 6.2 OF THIS AGREEMENT ARE THE
EXCLUSIVE WARRANTIES GIVEN BY BUYER TO SUPPLIER WITH RESPECT TO THE
PURCHASE OF PRODUCTS HEREUNDER, AND ARE GIVEN AND ACCEPTED IN LIEU
OF ANY AND ALL OTHER WARRANTIES, GUARANTEES, CONDITIONS AND
REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

 



6.4 Defective Products. Any Products delivered to Buyer by Supplier
which are finally determined to be a Defective Product or contain a
Latent Defect in accordance with Section 3.2, shall be replaced at
Supplier's expense. In the event the Product is determined to have
a Latent Defect, the Product will be promptly returned to the
Supplier by the Buyer.

 



7.

COOPERATION ON LAWS

 



7.2

General.
Supplier and Buyer shall comply with all applicable Laws relevant
to this Agreement and the subject matter hereof and each party
shall actively assist the other in its compliance with same. Buyer
shall immediately cease any activity under this Agreement with
respect thereto upon written notice by Supplier to the extent
reasonably required in Supplier's reasonable discretion in
connection with Supplier's efforts to cooperate or comply with any
actual or potential government action relevant to any
Product.

 


 

 


 




 








 






 

 



8.

INDEMNIFICATION

 



8.1

Supplier Indemnification.
Supplier shall be responsible for and control Production. Supplier
shall indemnify and hold Buyer harmless from and against any actual
incurred Liability, including reasonable attorney's fees and
disbursements, arising out of any third-party claim for death,
injury or damage to property resulting from
Production.

 



8.2

Buyer Indemnification.
Buyer shall be responsible for use of the Products in the
Buyer’s finished consumer packaged goods
(“Buyer’s
Products”).
Buyer shall indemnify and hold harmless Supplier from and against
any actual incurred Liability, including reasonable attorneys' fees
and disbursements, arising out of any third-party claim for death,
injury or damage to property resulting from sale or use of the
Buyer’s Products.

 



8.3

Liability.
"Liability"
means, with respect to any person, any and all losses, claims,
charges, debts, demands, actions, causes of action, suits, damages,
obligations, payments, costs and expenses, sums of money, accounts,
reckonings, bonds, specialties, indemnities and similar
obligations, exoneration covenants, obligations under contracts,
guarantees, make whole agreements and similar obligations, and
other liabilities and requirement s, including all contractual
obligations, whether absolute or contingent, matured or unmatured,
liquidated or unliquidated, accrued or unaccrued, known or unknown,
joint or several, whenever arising, and including those arising
under applicable Laws, action, threatened or contemplated action
(including the costs and expenses of demands, assessments,
judgments, settlements and compromises relating thereto and
attorneys' fees and any and all costs and expenses, whatsoever
reasonably incurred in investigating, preparing or defending
against any such actions or threatened or contemplated actions) or
order of any governmental entity or any award of any arbitrator or
mediator of any kind, including any Liability for
taxes.

 



8.4

Notification of Liability and Process. Any
Party seeking indemnification pursuant to this Section 12 shall
promptly notify the other Party of the claim as to which
indemnification is sought , shall afford the other Part y, at the
other Part y's sole expense, the opportunity to defend or settle
the claim (in which case the indemnifying Party shall not be
responsible for the attorney's fee s of the indemnified Party with
respect such claim) and shall cooperate to the extent reasonably
requested by the other Party in the investigation and defense of
such claim; provided, however, that any settlement of any such
claim that would adversely affect the rights of the indemnified
Party shall require the written approval of such indemnified Party;
and provided further that an indemnified Party shall not settle any
such claim without the written approval of the indemnifying
Party.

 



8.5

Duration of Indemnification. The
foregoing indemnification obligations shall survive any termination
or expiration of this Agreement, in whole or in part, or the
expiration or termination of the Term.

 



9.

TERM AND TERMINATION

 



9.1

Term. This
Agreement shall come into effect on the Effective Date. Unless
otherwise terminated as provided in Section 9.2, this Agreement
shall remain in force for a period of one year from the Effective
Date (for the purpose of this Section 9 the "Initial
Term").
This Agreement shall renew automatically in one (1) year increments
after the Initial Term, with a revised list of Products based on
the Supplier’s future novel cannabinoid extracts (each, a
"Renewal
Term" and,
collectively with the Initial Term, the "Term"),
for three (3) years, unless either party gives written notice to
the other of its intention to not renew at least sixty (60) days
prior to expiration of the Initial Term or the then applicable
Renewal Term.

 



9.2

Termination.

 



(a) Insolvency.
A party may immediately terminate this Agreement without written
notice to the other party, if (i) the other party is the subject of
voluntary or involuntary bankruptcy proceedings instituted on
behalf of or against such it (except for involuntary bankruptcy
proceedings which are dismissed within sixty (60) days); (ii) an
administrative receiver, receiver and manager, interim receiver
custodian, sequestrator or similar officer is appointed in respect
of the other party (collectively, the "Receiver")
and that party has not caused the underlying action or the Receiver
to be dismissed within sixty (60) days after the Receiver's
appointment; (iii) the Board of Directors of the other party shall
have passed a resolution to wind up that party, or such a
resolution shall have been passed other than a resolution for the
solvent reconstruction or reorganization of that part y; (iv) a
resolution shall have been passed by that party or that party's
directors to make an application for an administration order or to
appoint an administrator; or (v) the other party makes a general
assignment, composition or arrangement with or for the benefit of
all or the majority of that party's creditors, or makes, suspends
or threatens to suspend making payments to all or the majority of
that party's creditors. In the event Buyer is anticipating a
voluntary or involuntary bankruptcy, Buyer will immediately return
all Product Buyer has in its possession to the Supplier to be
credited to any/all outstanding balances due
Supplier.

 


 




 








 






 

 



(b) Default.
In the event either party commits a material breach or defaults in
the performance or observance of any of the material provisions of
this Agreement, and such breach or default is not cured within
sixty (60) days after the receipt of notice thereof from the other
party specifying such breach or default, the party not in breach or
default shall be entitled (without prejudice to any of its other
rights) to terminate this Agreement, without additional penalty,
termination fee or cost, by giving notice to take effect
immediately.

 



10.

EFFECT OF EXPIRATION OR TERMINATION

 



10.1

Mutual Obligations. Upon
expiration or termination of this Agreement pursuant to Section 10
with effect as of the effective date of
termination:

 



(a) the
party terminating this Agreement shall be released from all
obligations and duties imposed or assumed hereunder except from
those provided in Sections 4.1, 4.2, 6 and this Section 10;
and

 



(b) the
other party shall lose the benefit of any rights granted in this
Agreement, except for those accrued prior to the effective date of
termination and those set forth in Sections 4.1, 4.2, 6 and this
Section 10.

 



10.2

Purchase Orders.

 



(a) Where
this Agreement is terminated by Supplier pursuant to Section
9.2(b), Supplier will be entitled, at its option, to fill or cancel
any Purchase Orders that were submitted by Buyer prior to such
termination. If Supplier elects to fill any such Purchase Orders,
Supplier shall use commercially reasonable efforts to fill any such
Purchase Orders. If Supplier elects not to fill any such Purchase
Orders, Buyer shall reimburse Supplier for the costs (including,
but not limited to, raw material costs) incurred in connection with
Purchase Orders that Supplier had started to supply prior to the
termination of this Agreement and that are canceled by Supplier
pursuant to this Section 10.2(a).

 



(b) Where
this Agreement is terminated by Buyer pursuant to Section 9.2(b),
or 9.2(c), then Buyer shall be entitled, at its option, to cancel
any Purchase Orders that were submitted by Buyer prior to such
termination, or to have such Purchase Orders filled by
Supplier.

 



10.3

No Release.
Termination of this Agreement for any reason whatsoever shall
neither be deemed a release, 
nor shall it relieve either party from any obligation under this
Agreement which may have accrued prior thereto.

 



11.

FORCE MAJEURE

 



11.1

Suspension of Obligations. If
by reason of “Force
majeure",
which shall mean for the purpose of this Agreement (a) acts of God,
war, riots, civil unrest, acts of the public enemy, fires,
earthquakes, severe weather or storms, or (b) to the extent beyond
the reasonable control of the affected party, strikes, labor
disputes, labor shortages, product transportation interruptions or
short ages, accidents, unavailability of raw materials or supplies,
or any act in consequence of compliance with any order of any
government or governmental authority, and, in the case of either
(a) or (b), the affected party is delayed or prevented from
complying with its obligations under this Agreement, such affected
party shall promptly give notice to the other party with an
estimated date by which the contingency will be
removed.

 



11.2

Termination. To
the extent that a party is or has been delayed or prevented by
force majeure from complying with its obligation s under this
Agreement, the other party may suspend the performance of its
obligations until the contingency is removed. If the party delayed
or prevented from complying with its obligations under this
Agreement cannot permanently remove the contingency, or if the
contingency affecting such party results in a delay extending
beyond three (3) months, the other party (upon notice) shall have a
right to terminate this Agreement and Section 13, subject to
Section 6.4, if applicable, shall apply, with the party delayed or
prevented from complying with its obligations under this Agreement
deemed to be the non-terminating party.

 



12.

NOTICES

 



All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly
given (a) when received if delivered personally, (b) when
transmitted if telecopied (which is confirmed) or sent via email,
(c) upon receipt, if sent by registered or certified mail (postage
prepaid, return receipt requested) and (d) the day after it is
sent, if sent for next-day delivery to a domestic address by
overnight mail or courier, to the parties at the following
addresses:

 


 

 


 




 








 






 

 



If to Supplier, to:

 



HTO Holdings Inc.

 



Attn: Zayn Kalyan

 



78000 Fred Waring Dr., Ste. 103

 



Palm Desert CA, 92211

 



Email: zayn@hemptownusa.com

 


 

 



If to Buyer, to:

 



Exactus, Inc.

 



Attn: Kenneth E. Puzder

 



80 NE
4th
Avenue,
Suite 28

 



Delray Beach, Florida 33483

 



provided, however, that if any party shall have designated a
different address by notice to the others, then to the last address
so designated.

 



13.

ASSIGNMENT

 



Neither party may assign its rights and obligations under this
Agreement without the other part y's prior written consent. Any
attempted assignment in contravention of the foregoing shall be
void. Subject to the terms of this Agreement, this Agreement shall
be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assign s. For avoidance
of doubt, in the event of a Change in Control of either party, the
Agreement shall continue in force and effect and both parties shall
be subject to the terms, covenants and provisions in the Agreement.
A "Change of Control" shall mean a change in control of either
party (and not any person or entity that hereafter becomes a
successor to all or substantially all of the business or assets of
such party by reason of a Change of Control) and shall be deemed to
have taken place if: (i) a third person, including a "group" as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
becomes the beneficial owner of shares of the capital stock of
either party having more than 50% of the total number of votes that
may be cast for the election of directors of the entity, (ii) the
sale or other disposition (excluding mortgage or pledge) of all or
substantially all of the assets of the part y, or (iii) the merger
or other business combination of the party with or into another
corporation or entity pursuant to which the party will not survive
or will survive only as a subsidiary of another corporation or
entity, in either case with the stockholders of the party prior to
the merger or other business combination holding less than 50% of
the voting shares of the merged or combined companies or entities
after such merger or other business
combination.

 



14.

NO WAIVER

 



The failure of either party to enforce any condition or part of
this Agreement at any time shall not be construed as a waiver of
that condition or part, nor shall it forfeit any rights to future
enforcement thereof.

 



15.

RELATIONSHIP OF THE PARTIES

 



Nothing contained in this Agreement shall be deemed to constitute a
partnership, joint venture, or legal entity of any type between
Supplier and Buyer, or to constitute one as the agent of the other.
Both parties shall act solely as independent contractors, and
nothing in this Agreement shall be construed to give either party
the power or authority to act for, bind, or commit the other
party.

 



16.

HEADINGS, INTERPRETATION

 



The headings of sections of this Agreement are for convenience of
reference only and shall not affect the meaning or interpretation
of this Agreement in any way. Words denoting the singular shall
include the plural and vice versa; words denoting any gender shall
include all genders; and words denoting persons shall include
bodies corporate, and vice versa.

 


 

 




 








 






 

 



17.

SEVERABILITY

 



If any term , provision, covenant, or restriction of this Agreement
is to any extent illegal, otherwise invalid, or incapable of being
enforced, such term shall be excluded to the extent of such
invalidity or unenforceability; all other terms hereof shall remain
in full force and effect; and, to the extent permitted and
possible, the invalid or unenforceable term shall be deemed
replaced by a term that is valid and enforceable and that comes
closest to expressing the intention of such invalid or
unenforceable t erm. If application of this Severability provision
should materially and adversely affect the economic substance of
the transactions contemplated hereby, the Party adversely impacted
shall be entitled to compensation for such adverse impact, provided
the reason for the invalidity or unenforceability of a term is not
due to serious misconduct by the party seeking such
compensation.

 



18.

ENTIRE AGREEMENT; AMENDMENT OR
MODIFICATION

 



This Agreement may not be amended, supplemented or otherwise
modified except by an instrument in writing signed by both parties
hereto. This Agreement contains the entire agreement of the parties
hereto with respect to the subject matter hereof, superseding all
negotiations, prior discussions and preliminary agreements made
prior to the date hereof. No provision of this Agreement may be
amended or modified other than by a written document signed by
authorized representatives of both parties.

 



19.

FORMS

 



The
parties recognize that, during the Term, a Purchase Order,
acknowledgement form or similar routine document (collectively
"Forms")
may be used to implement or administer provisions of this
Agreement. Therefore, the parties agree that the terms of this
Agreement will prevail in the event of any conflict between this
Agreement and the printed provision of such Forms, or typed
provisions of Forms that add to, vary, modify or are at conflict
with the provisions of this Agreement with respect to Products sold
hereunder during the Term.

 



20.

GOVERNING LAW

 



This Agreement is governed by and construed and enforced in
accordance with the laws of the State of Delaware, without giving
effect to any conflict or choice of law provision that would result
in imposition of another jurisdiction’s
Laws.

 


 


 

 



***************

 

 



 







 






 

 



IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date and year first above
mentioned.

 


 


HTO HOLDINGS
INC.


 


By: /s/ Zayn Kalyan

Name: Zayn Kalyan



Title Corporate
Secretary


 



EXACTUS INC.

 


By: /s/ Emiliano
Aloi




Name: 


Emiliano
Aloi



Title:

President and
CEO


 


 




 








 






 

 



EXHIBIT 1.1


 


	


Product

	


Price (USD$) *


	


CBG Top Flower

	
 


	


CBD Top Flower

	
 


	


CBG Biomass

	
 


	


CBD Biomass

	
 


	


Extracts of CBG/CBD

	
 


	


Crudes of CBG/CBD

	
 


	


Distillates of CBG/CBD

	
 


	


Isolates of CBG/CBD

	
 


	


Water Soluble Powders of CBG/CBD

	
 







 

 



* Pricing for each Product will be mutually agreed upon by both
Parties at the time of placement of a Purchase Order. Payment terms
to be maximum of Net 30 unless otherwise agreed upon by both
Parties prior to placement of a Purchase Order. Inventory may be
delivered to secured warehouse of Buyer for inspection and
packaging prior to orders to facilitate transactions, for which
Buyer shall be responsible for storage and finalization
costs.


 

 


 

 


 




 








 






 



EXHIBIT 2.1


 




PURCHASE ORDER FORM:


 


	


To:


 


 



Hemptown Organics Corp.



750-1095 W Pender St.



Vancouver BC,



V6E2M6



Canada

	



Order by:


 

 


 


	



Date of Order:

	



Purchase Order Number:


	



Delivery Date Requested:

	
 







 

 



ORDER DETAILS


	


Quantity

	


Unit

	


Item Number SPEC

	


Description

	


Unit Price

	


Total


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 







 


 



 







 






 



SPECIAL INSTRUCTIONS TO SUPPLIER

 


 



This Purchase Order is submitted as a part of a certain Supply
Agreement (the "Agreement") between ________________________ and
Supplier. The Purchase Order is an offer by Buyer to purchase
Products from Supplier in accordance with and subject to the terms
herein and the Agreement. All of the terms and conditions of the
Agreement shall control in the event of any conflict between the
terms of this Purchase Order and the Agreement. Undefined terms
shall have the meaning ascribed to them in the Agreement. In
fulfilling the Purchase Order, Supplier is bound by the term s,
conditions and restrictions in the Agreement which shall also apply
to any replacement Products provided hereunder. Finally, any
disputes between the Parties over the terms of this Purchase Order
will be settled in accordance with the resolution process set forth
in the Agreement.

 


 

 



Buyer: ___________ Date: __________