EXCLUSIVE
DISTRIBUTORSHIP AGREEMENT


 


BY
AND BETWEEN


 


TOTALLY
HEMP CRAZY, INC. ("COMPANY")


 


AND


 


EPIC GROUP
ONE, LLC ("DISTRIBUTOR")


 


TABLE
OF CONTENTS


 





	I	RIGHT TO SELL WITHIN TERRITORY		1
		1.1	Grant of Right
    to Distributor	1
		1.2	Acceptance of Right
    to Distribute	1
		1.3	Sales Within the Territory and the Parties'
    Reserved Rights	1
		1.4	Restriction on Distributor's Sales Outside of
    the Territory	2




 





	II	TRADEMARKS		2
	 	2.1	Ownership of Trademarks and Use Thereof by Distributor	2
	 	2.2	Grant of License to Use Trademarks	2
	 	2.3	Defense of Licensed Rights and Trademarks	2
	 	2.4	Cessation of Use of Trademarks	2
	 	2.5	Compliance with Laws	2
	 	2.6	 	2







	III	ADVERTISING		2
	 	3.1	Substance
    of Advertising	2
	 	3.2	Advertising Requirements/Restrictions	3
	 	3.3	Cooperative Merchandising Fund	3
	 	3.4	Approval	3
	 	3.5	Sales and Service
    Telephone Numbers	3
	 	3.6	Websites	3










	IV	DISTRIBUTON OF
    THE PRODUCTS	 	3
	 	4.1	Solicitation
    of Accounts	3
	 	4.2	Servicing	3













	V.	QUALITY CONTROL	 	4
	 	5.1	Cleanliness
    Standards	4
	 	5.1	Rotation	4
	 	5.3	Quality of
    the Products	4







    	 		 



     


    







	VI.	PRICING AND DELIVERY OF
    THE PRODUCTS	 	4
	 	6.1	Supply of
    Products; Pricing	4
	 	6.2	Ordering
    Procedures	4
	 	6.3	Delivery	4
	 	6.4	Inspection
    of Products	4
	 	6.5	Price
    Levels	5
	 	6.6	Force Majeure	5
	 	6.7	Reporting	5









	VII.	TAXES
    AND EXPENSES	 	5
	 	7.1	Expenses, Charges, Fees
    and Taxes	5












	VII.	INSURANCE,
    WARRANTI ES AND
    INDEMNIFICATION	 	6
	 	8.1	Duty to Defend, Indemnify and
    Hold Harmless	6
	 	8.2	Insurance
    Coverage	6
	 	8.3	Limitations of
    Distributor's Remedies	7









	IX.	DEFAULT	 	7
	 	9.1	Events
    of Default	7
	 	9.2	Remedies	8
	 	9.3	Remedies
    Cumulative	8
	 	9.4	Attorneys' Fees	8










	X.	TERM	 	8
	 	10.1	Term	8
	 	10.2	Termination	8



 


	XI.	ASSIGNMENT	 	9
	 	11.1	Assignment	9







    	 	2	 



     


    




	XII.	MISCELLANEOUS	 	9
	 	12.1	Invoices - Interest on Late
    Payments	9
	 	12.2	Notice	9
	 	12.3	No Partnership, Joint Venture,
        Employer/Employee Relationship



	9
	 	12.4	Authority to Enter
    into Agreement	9
	 	12.5	Waivers	9
	 	12.6	Governing Law
    and Jurisdiction	10
	 	12.7	Confidentiality	10
	 	12.8  	Entire
    Agreement	10
	 	12.9  	Severability	10
	 	12.10  	Benefited
    Parties	10






	SIGNATURES	 	11
	 	 	 	 



LIST OF
SCHEDULES


 


SCHEDULE
A TERRITORY


SCHEDULE
B PRODUCTS,
PRICE AND PAYMENT TERM





 




    	 	3	 



     


    

 


DISTRIBUTORSHIP
AGREEMENT


 


THIS
DISTRIBUTORSHIP  AGREEMENT (hereinafter referred to as the "Agreement") is made and entered
into by and between TOTALLY HEMP CRAZY, INC., a Nevada corporation, located
at 9101 LBJ Freeway #200, Dallas, TX 75243 (the “Company"), and Epic Group One, LLC, a
_ Company, located at 331 Airport N Office Park, Ft. Wayne, Indiana 46825 (the  "Distributor").


 


WITNESSETH:


 


WHEREAS,
the Company is in the business of producing, canning, bottling, marketing and selling Hemp-Infused products (primarily beverages);
and


 


WHEREAS,
the Company holds certain property rights, including,
but not limited to, rights to trade names, trademarks, service marks, logos, formulas, patents and copyrights (hereafter
referred to collectively as the "Trademarks"); and


 


WHEREAS,
the Company and Distributor desire to enter into a distributorship agreement for the marketing, selling and distributing of certain
Company products packaged in various containers under the Trademarks within the Territory hereinafter described;
and


 


NOW
THEREFORE, for and in consideration of the mutual agreements, covenants and obligations
contained herein, and the
performance thereof, the
parties, intending to
be legally bound, agree
as follows:


 


I.


RIGHT
TO SELL WITHIN THE TERRITORY


 


1.1        
Grant of Right to Distributor. The Company grants, and Distributor hereby
accepts, the sole and
exclusive right to
sell in the
Territory described in
and attached hereto
as Schedule "A" (the
"Territory"), those products in the containers listed and described in Schedule "B" attached hereto
(the "Products"), and agrees to exercise such rights in accordance with the terms of this Agreement.
Distributor further agrees that
it will use its best efforts to solicit,
promote, increase or cause to be increased
the sales of the Products in the Territory.
Distributor shall maintain sufficient personnel, delivery and distribution
facilities, and equipment and vehicles to ensure that it has the capacity and
capability to deliver the Products in
sufficient quantities to fully
satisfy the demand for the Products in
the Schedule "A" Territory.
In order for this grant of exclusivity
to become effective, Distributor must purchase no fewer than _ Truckloads/Containers
from Company, and the full payment for such
_ Truckloads/Containers must be received
by Company, on or before June _, 2015.
Furthermore, in order for this grant of exclusivity
to remain in full
force and effect, Distributor must purchase no fewer than _ Truckloads/Containers
from Company, and the full payment for such _ Truckloads/Containers must be received by Company, on or before the 15th day of
each consecutive month thereafter.


1.2        
Acceptance of Right to Distributer. Distributor hereby accepts the right to sell the
Products within the Territory and agrees to exercise such rights in accordance with the terms of this Agreement. Distributor further
agrees that it will use its best efforts to solicit, promote, increase
or





 




    	 	4	 



     


    

 


cause
to be increased the sales of the Products in the Territory. Distributor shall maintain sufficient


·personnel,
delivery and distribution facilities, and equipment and vehicles to ensure that it has the capacity and capability to deliver
the Products in sufficient quantities to fully satisfy the demand for the Products in the Territory.


 


 


1.3        
Restriction on Distributor's Sales Outside of the Territory. Nothing herein shall be deemed to grant Distributor
the right, or otherwise permit Distributor, to sell the Products outside of the Territory. Distributor shall not sell any Products
outside the Territory, nor shall Distributor sell any Products in the Territory to a wholesaler, retailer or otherwise which are
ultimately shipped outside the Territory. Distributor may sell to wholesalers within the Territory, but only if such wholesaler
resells the Products for Direct Delivery within the Territory. Distributor may sell Products outside the Territory upon the reasonable
written request to the Company, and upon such commercially reasonable terms as the parties may agree. This Agreement
does not grant to Distributor any right to conduct Internet sales.


 


II


TRADEMARKS


 


2.1               
Ownership of Trademarks and Use Thereof by Distributor. Distributor
acknowledges the Company's exclusive right, title and interest in and to the Trademarks.
Whenever Distributor uses the Trademarks in connection with the sale of the Products, it
will clearly indicate the Company’s ownership of such Trademarks as the Company so 
indicates.


 


2.2               
Grant of License
to Use Trademarks.
The Company grants
to Distributor a
revocable, non-exclusive, non-transferable right and license during the term of this Agreement to use the Trademarks in
the Territory in connection with the sale of the Products. This right and license may· be
revoked or restricted
by the Company
if at any
time the Company reasonably determines
in its sole discretion that it is necessary
or appropriate to do so to protect the Trademarks.


 


2.3               
Use of Trademarks. The only use of Trademarks permitted by Company is what the Company delivers to Distributor
in the form of point of sale and other promotional artwork. Any other use must be approved in writing by the Company prior to
such  usage.


 


2.4               
Defense of Licensed Rights and Trademarks. Distributor agrees to timely notify the Company of any claim or
action, or threatened claim or action, for infringement or alleged infringement of any Trademarks, patents or trade secrets made
against it or the Company due to its exercise of any rights granted under this Agreement or activities of the Company undertaken
in support of Distributor in the Territory. Distributor agrees to cooperate fully
with the Company in any Trademark or patent infringement action by or against the  Company.


 


2.5               
Cessation of Use of Trademarks. Upon termination of this Agreement, Distributor shall immediately cease all
use whatsoever of the Trademarks and shall not thereafter use the Trademarks or adopt any other designation similar to or which
is likely to be confused with the Trademarks.





 




    	 	5	 



     


    

 


2.6               
Compliance with Laws. Distributor shall comply with all applicable laws. regulations and
ordinances pertaining to
trademarks, at all
times when using
the Trademarks.


 


III.


ADVERTISING


3.1              
Substance of Advertising. In its advertising, Distributor shall represent that it has the Products available
for sale along with the other items and services that it offers, provided that it does not represent that it is the agent or representative
of the Company. Distributor may display the Trademarks on its trucks or other equipment, the clothing worn by its employees, agents
or representatives, and on any of its other property. All colors and graphics used
by Distributor depicting the Trademarks or other intellectual property of the Company must be consistent with the styles and formats
specified by the Company and must be approved by the Company in writing prior to use by


Distributor.


 


3.2              
Advertising Requirements I Restrictions. Distributor shall include in its advertising and sales and promotional
material in which any of the Products are mentioned and/or any of the Trademarks are used the appropriate trademark notices, copyright
notices and trademark designations. Distributor shall maintain a prominent "Website" advertisement and listing of the
Products offered by it.


 


3.3                 
Cooperative Merchandising Fund. Company will place $.25 I case from each case ordered
by the Distributor
into a Cooperative
Merchandising Fund, and
match it with
$.25 / case
from the Company. This
total $.50 I
case Cooperative Merchandising
Fund may be used
by the Distributor for "mutually agreed upon" promotional activities such as POS Materials, truck graphics, price
promotions, etc.


 


3.4              
Approval. Distributor agrees that all advertising and sales and promotional materials (hereinafter collectively
referred to as "Advertising") in which any of the Products are mentioned and/or any of the Trademarks are used shall
be subject to the prior written approval of the Company, said approval not to be unreasonably
withheld.


 


3.5                  
Sales and Service Telephone Numbers. Distributor shall use and publicize to its customers the Distributor
owned telephone number anywhere Distributor’s customer sales and service telephone numbers are listed.


 


3.6                Websites. Distributor
shall utilize the Company's proprietary Internet site, and may link to 'TOTALLYHEMPCRAZY.COM" as a source for new
customers and related matters


 


 




    	 	6	 



     


    



IV.


DISTRIBUTION
OF THE PRODUCTS


 



4.1               
Solicitation of Accounts. Distributor will actively and aggressively solicit accounts
and promote the Products throughout the Territory for sales of the Products and will maintain regular routes to service same.


 


4.2                 
Servicing. Distributor shall service all of its accounts with such frequency as is reasonably necessary to
keep them fully supplied with, and satisfy fully the demand for, the Products in the Territory and shall maintain an adequate
supply of the Products promptly to meet and satisfy fully the demands for the Products within
the Territory, including, but not limited to, peak seasonal demands.


 


V.


QUALITY
CONTROL


 


5.1               
Cleanliness Standards. Distributor shall comply with all ordinances, laws and regulations pertaining to the
sale, storage, transportation and distribution of the Products and the operation of its facilities. Distributor shall at all times
maintain all of its facilities and equipment used in the sale, storage, transportation and distribution of the Products in
a clean, wholesome and sanitary condition. Company personnel may inspect storage
and other facilities of Distributor (owned or leased) at any time during normal working hours upon reasonable notice.


 


5.2               
Rotation. Distributor recognizes the limited shelf life of the Products, and acknowledges that rotation ensures
maximum quality. Distributor agrees to take all reasonable steps necessary to see that all such Products sold by it are properly
rotated in conformity with the date stamped on the labels of the containers. Distributor agrees that it will not store the Products
outside, unprotected from temperature fluctuations and the elements.


 


5.3               
Quality of the Products. The Company agrees that it will
use its commercially reasonable, good faith efforts to maintain the high quality of all of Products delivered to Distributor.


 


VI.


PRICING
AND DELIVERY OF THE PRODUCTS


 


6.1               
Supply of Products; Pricing. The Company
will supply Distributor with the Products at the prices and on the payment terms listed on Schedule "B" or
as otherwise may be mutually agreed between the Company and Distributor in writing. The Company requires a 100% Payment made for
the Products prior to shipment. The Company may increase such prices upon sixty (60) days written notice to Distributor. The Company
will use its commercially reasonable, good faith efforts to supply the Products in the quantities requested by Distributor and
as promptly as commercially and reasonably practicable after an order is received from Distributor.


 


6.2               
Ordering Procedures. Distributor shall submit to the Company firm purchase orders in
accordance with Schedule "B” in advance of the delivery dates specified. A purchase order may
be submitted and accepted in writing, by fax or by e-mail. All purchase orders shall specify the quantity and type of Product,
the requested delivery date, the delivery point(s), and any other special instructions with regard to shipping, packaging or delivery.
All purchase orders received by the Company shall constitute Distributor’s binding commitment to purchase the quantity and
type of Product set forth therein at the purchase price then in effect on the date
the Company receives the purchase order.





 




    	 	7	 



     


    

6.3               
Delivery. Distributor may obtain delivery of Products at the Company's warehouse or at Distributor's warehouse.
Title to the Products and risk of loss shall pass to Distributor (I) upon pick up
at the Company's warehouse by Distributor, independent carrier or another third party, or (ii) if employees of the Company, or
a third party, deliver the Products to the Distributor's warehouse, then at the time the Products are delivered at Distributor's
 warehouse.


 


6.4               
Inspection of Products. Distributor will only be required to pay for the Products which are provided to Distributor
free of defects at the time of delivery. Auditors of Distributor shall promptly and immediately inspect all containers for damage
and shall not accept any containers that do not pass that inspection. The Company will either not charge Distributor for, or shall
provide a credit to Distributor for, any damaged containers Distributor receives from the Company and which Distributor discovers
to be damaged during its prompt inspection of such containers upon their receipt by Distributor. The Company shall not be responsible
for, and Distributor shall indemnify, defend and hold the Company wholly harmless from, any damages, loss, claim, liability or
expense of any customer of Distributor caused, in whole or in
part, by a damaged container. The Products will be deemed received free of defects unless
(I) any patent defects in the Products are noted on the delivery receipt at the time of delivery to Distributor and immediate
written notice thereof is provided to the Company, or (ii) the Company is notified in writing or in any manner acceptable
to the Company within thirty (30) days after delivery of any of the Products containing latent defects. The Company will not be
responsible for damages occurring during shipment to the Distributor at Distributor's warehouse or during delivery by Distributor,
at its customers' premises, during return from the Customer to Distributor, or during the return from Distributor to the Company.


 


6.5               
Price Levels. The Company may from time to time suggest to Distributor the prices at which Products might
be sold by Distributor to its customers. Such suggested retails are advisory only and non-binding on Distributor, and both the
Company and Distributor acknowledge and agree that Distributor has sole, complete and absolute discretion to establish and maintain
the prices at which it sells the Products to its customers. Distributor acknowledges its obligations to maximize its sales and
selling efforts in the Territory as provided in Section 1.2 of this Agreement and further acknowledges that by setting its prices
so as to be no longer competitive in the Territory, Distributor may thereby breach the terms of this
Agreement.


 


6.6               
Force Majeure. The failure by either Party to perform its obligations hereunder shall be completely excused,
without liability to either Party, to the extent that such failure to perform results
directly or indirectly from "acts of God" (including flood, fire or natural casualties); strikes, slowdowns or other
labor disputes or shortages; civil unrest or sabotage; shortages of materials, transportation or supplies; direct or indirect
acts, orders or regulations of any governmental body; or any other causes beyond the reasonable control of the 
Party.


 


6.7              
Reporting. At reasonable
intervals (an
in any event, not
less frequently than
quarterly), Distributor will provide
to the Company
information regarding Products
sold, promotional activities
or other information reasonably requested
by the Company.


 





 




    	 	8	 



     


    

 


VII.


TAXES AND EXPENSES


 


7.1
Expenses, Charges, Fees and Taxes. Distributor will pay and discharge at its own expense any and all expenses,
charges, fees and taxes arising out of or incidental to the carrying on of its business, including, without limiting the generality
of the foregoing, all worker's compensation, unemployment insurance and social security taxes, sales, use, income, business and
franchise taxes levied or assessed with respect to its business and/or employees, and Distributor will indemnify, defend and save
harmless the Company against any and all claims for such expenses, charges, fees and taxes.


 


 


VIII.


INSURANCE,
WARRANTIES AND INDEMNIFICATION


 


8.1               
Duty to Defend, indemnify and Hold Harmless. Distributor
agrees to indemnify, defend and hold harmless the Company, its officers, employees, agents and representatives from and against
any and all claims, causes of action, damages, claims for damages, liability, loss, cost or expense, including reasonable attorneys'
fees and expenses of litigation, arising out of or in
any way related to performance of this Agreement by Distributor, except claims arising from the sole gross negligence of
the Company.


 


Without
limiting the foregoing, Distributor agrees to indemnify, defend and hold harmless the Company, its officers, agents, employees
and representatives from any and all such claims, including but not limited to claims
for property damage, bodily injury, loss of consortium, emotional distress or death, whether sustained or alleged to have been
sustained by Distributor's employees, the Company's employees or any other person or entity, and including but not limited to
claims, injuries or damages caused or alleged to be caused in whole or in part by the negligence, gross negligence or willful
act or omission of Distributor or anyone for whose acts Distributor may be liable or
legally responsible. Distributor also agrees to indemnify, defend and hold
harmless the Company, its officers, employees, agents and representatives from
any and all such claims, whether or not they arise from or are alleged to be caused in part by the negligence or gross negligence
of the Company, its agents. officers, employees, or representatives. However, Distributor shall not be obligated to indemnify
the Company against any claim arising from the sole gross negligence of the Company.


 


The
foregoing indemnity, defense and hold harmless obligations shall apply to all such claims. losses or liabilities, whether such
claims arise from Products acquired by Distributor from the Company prior to the execution of this Agreement or subsequent thereto.


 


8.2               
Insurance Coverage. Distributor further agrees to procure and maintain, at its sole cost and expense from
an insurance carrier reasonably acceptable to the Company, Comprehensive General
Liability Insurance and Automobile Liability Insurance, all in conformance with the requirements of this
Agreement.


 


The
Company, shall be named as an additional insured on each of the above-listed policies. Distributor shall provide the Company certificates
of insurance evidencing the existence and


 




    	 	9	 



     


    

 


The
Company, shall be named as an additional insured on each of the above-listed policies. Distributor shall provide the Company certificates
of insurance evidencing the existence and maintenance of each of these policies and the fact that the Company is afforded insurance
coverage as an additional insured under each of the policies specified above.


 


Distributor's
failure to provide
said certificates of
insurance, and
the Company's failure
to insist that such
certificates be furnished to it, shall not relieve Distributor of
its obligation to procure insurance
as required herein.


 


The
insurance required by this Section shall specifically include and provide contractual liability insurance covering Distributor's
obligations under the indemnity provisions of this Agreement as set forth in Section
8.1 above. Said insurance shall provide primary coverage to the Company, and any other insurance which may be available to the
Company for any claim, loss or liability encompassed by this Agreement shall be excess over the insurance required by this Section.


 


Distributor's
Comprehensive General Liability and Automobile Liability Insurance shall be written with combined single limits of liability not
less than $1,000,000.00.


 


All
insurance policies shall contain a provision that the coverages afforded thereunder shall not be canceled or not renewed, nor
restrictive modifications added, until at least thirty (30) days after prior written notice has been given the Company.


 


In
the event Distributor fails to obtain or maintain any insurance coverage required under this Agreement, the Company may at its
option purchase such coverage and charge the expense thereof to Distributor or terminate this Agreement.


 


8.3               
Limitations of Distributor's Remedies.
Distributor's sole and exclusive remedy
against the Company for defective Products or deficient services, as the case may be, shall be, at the option of the Company,
the replacement or reperformance thereof or a credit to Distributor’s account for the cost thereof. Distributor's remedy
for any breach by the Company of this Agreement or arising under or in connection with this Agreement or for any action taken
or not taken by the Company in connection herewith or conduct relating thereto, under contract, tort or any other legal
theory, shall not include, under any circumstance, any special, indirect,
exemplary, punitive, incidental or consequential damages nor lost profits, lost revenues or lost
opportunity costs


 


IX.


DEFAULT


 


9.1              
Events of Default. Distributor shall be deemed to be in default of the terms of this Agreement
if any one of the following events ("Events of Default") occur:


		(a)	Distributor
                                         attempts to dispose, assign or sub-license the rights, privileges and obligations created
                                         by this Agreement;
	 	(b)	Distributor
                                         violates any of the terms and conditions of this Agreement;





		(c)	Majority
                                         ownership of Distributor changes;
	 	(d)	Distributor
                                         shall file a voluntary petition in bankruptcy
                                         or take the benefit of any insolvency act or be dissolved or adjudicated bankrupt or
                                         if a receiver shall be appointed. 





 




    	 	10	 



     


    

 


for
Distributor's business or its assets and the appointment of such receiver is not vacated within thirty (30) days after such appointment.
or if Distributor shall make an assignment for the benefit of its creditors, or if the interest of Distributor passes by operation
of law to any person or entity other than Distributor;


(e)          
Distributor becomes insolvent, regardless of how said insolvency may be evidenced; or


 


		(f)	Distributor
                                         fails to
                                         pay the
                                         Company for
                                         the Products
                                         on a
                                         timely basis.



 


9.2              
Remedies. Upon the occurrence of an Event of Default, the Company shall give written notice to Distributor
demanding that the condition of default be cured within thirty (30) calendar days and, if not so cured, the Company, in addition
to any other rights or remedies it may have, may do any one or more of the following:


(a)    
Commence a collection action to recover all sums of money due, reserving the right to recover for such other sums of money which
may become due  under this Agreement or otherwise;


		(b)	Commence
                                         an action to specifically enforce its rights under this Agreement; or



		(c)	Terminate
                                         this Agreement.



 


9.3               
Remedies Cumulative. All rights and remedies granted under this Agreement shall be cumulative, and resort
by the Company to any one remedy provided for hereunder shall not exclude or prevent the Company from pursuing any other rights
and remedies provided under this Agreement or by law.


 


9.4              
Attorneys' Fees. If the Company or Distributor brings an action to enforce or assert any right granted pursuant
to this Agreement and is successful in such action, the unsuccessful party shall pay all reasonable costs and expenses, including
reasonable attorneys' fees, incurred by the successful party in exercising its rights and remedies
hereunder.


 


X.


TERM


 


10.1           
Term.
This Agreement shall commence on the date of its
execution and shall continue in full force and effect for a period of one (1) year thereafter, (the "Primary Term"),
unless sooner canceled or terminated as provided in this Agreement. At the end of the Primary Term, and at the end of each year
thereafter (each such year being a "Renewal Term"), this Agreement shall be automatically renewed for a successive one-year
period provided the Distributor has complied with all terms and conditions of this Agreement. Either party may terminate this
Agreement at any time, for good cause only, by written notice to the other party provided a minimum of ninety (90) days' notice.


 


10.2           
Termination. In the event that this Agreement is terminated as provided for herein or is not renewed in accordance
with Section 10.1, neither the Company nor Distributor shall have any claim or right against the other as a result thereof, and
neither shall have any further responsibility for the performance of any term, provision, or condition of the Agreement except
as contained in the  last sentence of Section 1.2, and Sections 2.1, 2.2, 2.3, 2.4,
2.5, 7.1, 8.1, 8.2, 8.3, 9.2, 9.3, 9.4, 10.2, 12.1, 12.2, 12.5, 12.6, 12.7, 12.8, 12.9 and 12.10, or except as resulting from
action or inaction during the term of this Agreement or relating to the payment of outstanding monies owned to the Company or
Distributor, as the case may be.


  




    	 	11	 



     


    

 


XI.


ASSIGNMENT


 


11.1
Assignment This Agreement is personal as to the Company and Distributor. The rights, duties and obligations
pursuant to this Agreement cannot be transferred, assigned, pledged, made subject to a security interest, or otherwise disposed
of by either the Company or Distributor in whole or in part without the express written consent of both parties.


 


XII.


MISCELLANEOUS


 


12.1           
Purchase Orders /Invoices.
The Company requires
a 100% Payment
for the Products made prior to
shipment.


 


12.2           
Notice. All notices, consents, waivers, and other communications under this Agreement must be in writing
and will be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt}, (b) three (3) days
after being deposited in the mails, if sent by certified mail, with return receipt requested, (c) upon confirmed receipt, if
sent by facsimile transmission during normal business hours of the receiving party on a business day, (d) one (1) day after
sending, if sent by a nationally recognized overnight delivery service (receipt requested)
specifying next day delivery, or (e) same day if sent via e-mail, in each case to the appropriate addresses or telecopy numbers
set forth on the signature page hereto (or to such other addresses or telecopy number as a party may designate by notice to the
other parties).


 


12.3          
No Partnership, Joint Venture, Franchise, Employer/Employee Relationship. It is understood and agreed that
Distributor is an independent contractor, and this Agreement and the relationship created hereby shall not be considered to be
a partnership, joint venture, franchise, or an employer/employee relationship, and neither the Company nor Distributor shall have
the right or authority to represent the other in any capacity or to transact any
business or incur any obligations, contractual or otherwise for, in the name of, or on behalf of the other, unless otherwise authorized
to do so in writing. The relationship between the Company and Distributor shall be that of
supplier and purchaser.


 


12.4          
Authority to Enter into Agreement. The Company and Distributor affirm that they are validly constituted corporate
entities with full right, power and authority to enter into this Agreement and to perform their respective obligations
hereunder.


 


12.5           
Waivers. No failure or delay on the part of the Company or Distributor to exercise any right, power or remedy
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy under this Agreement. No amendment, modification
or waiver of any provision of this Agreement shall be effective unless the same shall be in writing signed by the Company and
Distributor.


 




    	 	12	 



     


    




 


12.6           
Governing Law and Jurisdiction. This Agreement shall be governed and interpreted in accordance with the laws
of the State of Texas. Distributor hereby consents to service of process in, and to the jurisdiction of the state or federal courts
of, Dallas County, Texas and agrees that in connection with any action arising in whole or in part hereunder, it will not contest
such service or jurisdiction, nor will it assert that venue is not proper in such courts or that another forum may be more convenient.


 


 


12.7           
Confidentiality. During the
Primary Term and
any Renewal Term
and for the
three (3) year period following the termination hereof for any reason, the
parties hereto shall keep the terms and conditions of this Agreement, the transactions contemplated hereby, and either party's
records, books, data and other confidential information concerning the Products, either party's accounts, employees, client development
(including customer and prospect lists), sales activities and procedures, promotional and marketing techniques, pricing, marketing
or business plans and strategies, financing, development and expansion plans and credit and financial data concerning customers
and suppliers and
all other business information
involving either party (all
collectively, the "Confidential Information")
strictly confidential, and
neither the Company nor Distributor
will make, or cause or permit to be made, any disclosure of any such Confidential
Information to any person (it being understood, however, that in any event such Confidential Information may be disclosed on a
confidential basis to the parties'
respective employees and professional
advisers who have a need to know such
information).


 


12.8           
Entire
Agreement. This Agreement, which incorporates herein
by reference Schedules "A" and "B", constitutes the entire, complete and exclusive
statement of the terms of the agreement between the parties with respect to the subject matter hereof and supersedes and cancels
any prior agreements, understandings, covenants, promises, assurances, course of dealing or performance, representations, warranties,
or communications, whether oral or written, between the parties hereto. No covenant, term, provision, representation or agreement
not expressly contained herein shall be implied as a matter of law, interpretation, coarse of performance or conduct of the parties.
Neither this Agreement nor any provision hereof may be amended, waived or modified
except by written instrument signed after the date hereof by all parties hereto and expressly stating therein that such instrument
is intended as an amendment, modification or waiver
hereof.


 


12.9           
Severability If any terms or provisions of this Agreement are deemed to be invalid
or unenforceable, such determination shall not affect the validity or enforceability of the remaining terms and provisions
hereof.


 


12.10       
Benefited Parties. This Agreement shall be binding upon and inure to the benefit of any permitted purchasers,
successors or assigns of the Company and distributor.


 




    	 	13	 



     


    

 


IN
WITNESS WHEREOF, this Agreement has been executed on this _ day of June, 2015.


 


 


THE
COMPANY


 


TOTALLY
HEMP CRAZY, INC.


By
/s/TomShuman


Print
Name: Tom Shuman Its: President I CEO


 


DISTRIBUTOR


EpicGroup
One, LLC


By
/s/BrianKistler


Print
Name: Brian Kistler


Title:
Manager


 


Addresses:


Totally
Hemp Crazy, INC


9101
LBJ Freeway I Suite 200


Dallas,
TX 75243


Title:
CEOI President


Phone:
214-212-5006


 


EpicGroup
One, LLC


331
Airport N Office Park


Ft.
Wayne, Indiana 46825


Title:
Manager


Phone:
518-589-9088


 







    	 	14	 



     


    

 


SCHEDULE
A


EXCLUSIVE
TERRITORY GRANTED


 


The
countries of the Peoples Republic of China, Japan, Taiwan, South Korea, New Zealand and
Australia. United States of America: All Asian and Korean
Supermarkets.


 





 


SCHEDULEB


 


PRODUCTS,
PRICE & PAYMENT TERMS


 


		PRODUCTS:	ROCKY
                                         MOUNTAIN HIGH HEMP ENERGY
                                         DRINK ROCKY MOUNTAIN HIGH HEMP ICED TEA ROCKY MOUNTAIN HIGH HEMP LEMONADE ROCKY
                                         MOUNTAIN HIGH HEMP COCONUT LIME



ANY
OTHER NEW ROCKY MOUNTAIN HIGH PRODUCT


PACKAGE
SIZE:12 - PACK / 12 oz. SLIM-LINE CANS PER
CASE FOB COMPANY WAREHOUSE
PRICING TO DISTRIBUTOR:


3
:0.80 PER
CASE I MINIMUM
ONE (1) PALLET*


208
CASES I PALLET


20
PALLETS PER TRUCKLOAD I CONTAINER LOAD 4,160 CASES PER TRUCKLOAD I CONTAINER LOAD


*
Minimum Order per SKU is one (1) pallet I NO "mixed pallets" of all 3 products.


 


COOPERATIVE
MERCHANDISING FUND


Company
will place $.50 I case for each case ordered by the Distributor into a Cooperative Merchandising Fund. This total $.50
I case Cooperative Merchandising Fund may be used by the Distributor for "mutually agreed upon" promotional activities
such as POS Materials, truck graphics, price promotions, etc.


  


THCZ STOCK


Distributor
will receive from Company one (1) share of restricted THCZ common stock for each case of the Products purchased from the Company
in 2015.


 


 


PAYMENT
TERMS:


Company
requires a 100°/o
Payment made for
the Products prior
to shipment.





 



    	 	15