Exhibit
10.1


 


Certain
identified information marked with [***] has been excluded from this Exhibit because it is not material and is of the type that
the registrant treats as private and confidential

 


BOTTLING
AGREEMENT


 


THIS
BOTTLING AGREEMENT (including all exhibits, schedules and attachments, this “Agreement”) is effective as of 6/24/2022,
(the “Effective Date”) by and between Azure Water Bottling of FL, LLC, a Florida limited liability company
(“Bottler”), and GOLDEN ALLY LIFETECH GROUP, INC. (“Customer”).


 


RECITALS


 


WHEREAS,
Bottler has experience bottling products at its affiliated bottling facilities, including the facility located at 1903 Greenleaf Ln,
Leesburg, FL 34748 (the “Plant”), and desires to produce, bottle, pack, and handle certain products in accordance
with the terms and conditions of this Agreement;


 


WHEREAS,
Customer is in the business of creating, designing, marketing, and distributing food and beverage products;


 


WHEREAS,
Customer desires to engage Bottler to produce certain products for Customer and Bottler desires to produce such products in accordance
with the terms and conditions set forth herein.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing, the terms and conditions set forth below, and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:


 


1.
Products.


 


(a)
Production of Products. During the Term (as defined in Section 13(a)), Bottler shall, at such times and in such quantities as
ordered by Customer, produce for Customer the products set forth on Exhibit A (“Products”) as such Exhibit
may be amended from time to time by mutual written agreement of the parties.


 


(b)
Technology. Customer shall license to Bottler, as set forth below, certain proprietary technology (the “Technology”)
embodied in certain equipment which is necessary to create the Products, as more fully set forth on Exhibit A (the “Equipment”).
The Equipment is hereby consigned to Bottler for the exclusive purpose of producing the Products in accordance with this Agreement. Customer
and Bottler shall coordinate the delivery and installation of the Equipment at the Plant. All Equipment shall be supplied by Customer
and installed at the sole expense of Customer.


 


(c)
Specifications. Customer shall provide Bottler with the specifications and standards for the Products (the “Specifications”).
Specifications will be communicated by Customer to Bottler in writing from time to time. Bottler shall produce the Products according
to each Product’s Specifications. Bottler shall not produce any Products that fail to comply with either this Agreement, the Specifications,
or the applicable written purchase order from Customer (each a “Purchase Order”). If Customer discovers that any Products
do not so comply, without any fault of Customer, then Customer shall notify Bottler immediately and, as soon as reasonably practicable,
Bottler shall correct the failure or replace the deficient Product, at Bottler’s expense. If such issue was due to a fault of Customer
or Customer’s novel Specifications, Technology, or Equipment, then the expense of any corrective efforts shall be borne by Customer,
including the cost of time and lost profits of Bottler. Bottler has reviewed the Specifications and all other information requested of,
and received from, Customer. Bottler is familiar with and aware of the intended use and specialized nature of the Products; provided,
however, that Bottler makes no guarantees or warranties of fitness of the Products for any purpose. Customer retains the right to modify
the Specifications from time to time as may be appropriate in Customer’s judgment; provided, however, that Bottler shall have the
right to object to any modifications and terminate this Agreement. In each case, any such modifications by Customer shall be at Customer’s
sole expense. Bottler shall not modify the Specifications without Customer’s prior written approval in each instance. Customer
shall have sole and exclusive ownership of any novel Specifications provided by Customer at all times. Customer may designate approved
vendors for all or certain raw materials or components of Products; provided, however, that the Products shall be subject to repricing
by Bottler based upon such designations by Customer.


 




    	 



     


    

 


(d)
Artwork. Customer shall supply packaging artwork (the “Artwork”) for each Product to Bottler within seven (7)
days prior to the submission of the first Purchase Order. Bottler shall have the right to reject any Artwork that does not comport with
applicable law or agreed upon pricing between Customer and Bottler.


 


2.
Prices.


 


(a)
Pricing. Prices for the production of the Products as of the Effective Date and any applicable discounts and rebates are set forth
on Exhibit A. Prices are based upon delivery F.O.B. the Plant in accordance with Section 4(b). All prices are stated in United
States dollars unless otherwise noted on Exhibit A. Pricing may change from time to time and will only be based on actual raw
material cost increases. There will be a 30 day notification period prior to any price increases.


 


(b)
Continuous Improvement. Bottler shall use its reasonable best efforts to provide opportunities to Customer for shared savings
to improve Product, freight, operations costs and other costs.


 


(c)
Payment. Bottler shall invoice Customer for Products as mutually agreed. Customer shall pay all conforming invoices for outstanding
Product balances, including but not limited to, all amounts due and owing for raw materials, finished product, warehousing, shipping,
handling, and related expenses, within the timeframe(s) set forth on Exhibit A.


 


(d)
Taxes. Prices for Products include all taxes, export and customs duties, tariffs, surcharges and other charges imposed by any
and all federal, state or local Governmental Authority, as defined below (the “Taxes”), and all such Taxes are the
sole responsibility of Bottler for delivery F.O.B. the Plant.


 




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3.
Forecasts and Purchase Orders.


 


(a)
Forecasts; Minimum Order Commitment. Periodically, but not less than once a quarter, Customer shall provide Bottler a forecast
(the “Forecast”) of its estimated monthly requirements for the next three (3) months (unless otherwise provided in
Exhibit A). Customer shall be obligated to either (i) purchase the “Minimum Order Commitment” set forth on
Exhibit A attached hereto and fully incorporated herein or (ii) pay unto Bottler the sum of [***] per case unit of all Products
that were Forecast for the preceding calendar month but not ordered by Customer, which sum shall be payable by Customer immediately upon
invoice by Bottler. Bottler shall use its reasonable best efforts to maintain the capability and the capacity to satisfy Customer’s
forecasted demand from time to time. It is Bottler’s responsibility to maintain enough Product to meet Customer’s periodic
Minimum Order Commitment. Customer may be liable for additional charges due to fluctuations in quantities ordered in excess of the Minimum
Order Commitment. Customer shall pay Bottler for all Product for which Bottler has not received Purchase Orders equal to or in excess
of the periodic Minimum Order Commitment.


 


(b)
Purchase Orders. During the Term, from time to time Customer may submit Purchase Orders for Products. Each Purchase Order shall
specify the Products ordered and the quantity desired. The ship date for all Products ordered under this Agreement (the “Ship
Date”) shall be as stated in the Purchase Order which date shall not be less than thirty (30) days and not more than sixty
(60) days from the date of the Purchase Order, unless otherwise agreed to by the parties; provided, however, that Customer may
state a reasonable later Ship Date in any Purchase Order which shall be honored by the Bottler. In the event of any conflict between
the terms and conditions of this Agreement and those in a Purchase Order, the terms and conditions of this Agreement will govern; provided,
however, if any terms in the Purchase Order are in addition to, but do not conflict with, the terms of this Agreement, then such
additional terms will apply. Upon receipt of a Purchase Order, Bottler shall manufacture the quantity of specified Products and all Products
shall be available by the applicable Ship Date. Customer may cancel or modify a Purchase Order for any reason or no reason at all until
the later to occur of: (i) the date on which Bottler purchases raw materials, components, and other supplies necessary to fulfill the
subject Purchase Order; and (ii) the date on which Bottler begins production to fulfill the subject Purchase Order, at which point such
Purchase Order will constitute a firm commitment by Customer to purchase the quantities set forth therein; provided, however, that
no Purchase Order cancellation shall relieve Customer from purchasing its periodic Minimum Order Commitment.


 


(c)
Fulfillment of Purchase Order. Order fulfillment will be considered “on time” and “timely” if Products
are made available to Customer F.O.B. the Plant no later than the applicable Ship Date. Time is of the essence with respect to order
fulfillment.


 


(d)
Issued Purchase Orders Binding. Termination of this Agreement will have no effect upon any Purchase Orders issued by Customer
prior to termination and will not relieve the parties of their obligations under such Purchase Orders.


 


(e)
Effect of Default. Failure by Bottler to fulfill Purchase Orders on a timely basis or the nonacceptance of Products by the Customer
will give rise to any remedies provided by law or in equity, including the right to cancel unfulfilled Purchase Orders. If Bottler fails
to fulfill Purchase Orders for all or some Products by the applicable Ship Date, without prejudice to Customer’s other rights,
Customer may cancel the Purchase Order with respect to such Products that are unavailable by the applicable Ship Date.


 




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4.
Packaging ; Delivery.


 


(a)
Packaging. Bottler shall provide advance ship notice within two (2) business days prior to shipping, unless otherwise specified
in Exhibit A. Bottler is responsible for containers, preparation, labeling, packaging, and palletization (“Shipment Preparation”).
Bottler shall ensure that Shipment Preparation is in accordance with any specifications that may be provided by Customer and the Purchase
Order or otherwise in accordance with good and customary business practices for shipment of products of a similar kind. Expenses incurred
due to failure to comply with these terms are the responsibility of Bottler. Bottler’s name, Customer’s Purchase Order number,
an appropriate description of Products, part numbers and quantity of items contained within each shipment must appear on all invoices,
packing slips, cartons, and correspondence. Packing slips must accompany all shipments listing contents of shipment in detail. No additional
charges of any kind, unless quoted separately, shall be imposed for boxing, packaging, cartage, or other extras necessary to prepare
the Products for shipping F.O.B. the Plant.


 


(b)
Delivery. All Products will be delivered by Bottler to Customer F.O.B. the Plant (the “Delivery Destination”).
Title passes from Bottler to Company upon acceptance of product by common carrier.


 


5.
Inspection, Acceptance, Claims and Risk of Loss.


 


(a)
Inspection. Customer may, at its option and cost, inspect and test Products at the Plant, during normal business hours, and/or
at the Customer Destination. Customer may also, at its option and cost, survey Bottler’s production, inspection, quality and reliability
procedures, together with supporting data, during Bottler’s normal business hours. If any Product defects or Nonconformities, as
defined below, are discovered during inspections and tests, Bottler shall undertake the reasonable remediation steps provided by Customer.
Customer requires an initial inspection, as well as ongoing inspections of the Bottler’s plant and warehousing space at Customer’s
request.


 


(b)
Acceptance and Shortage Claims. All Products are subject to Customer’s inspection (which inspection does not affect the
warranties under this Agreement) at the Plant. Customer may reject or cancel all or any part of any Purchase Order if Bottler fails to
make the Product available at the Plant on the Ship Date in conformity with the terms and conditions hereof, including any failure of
Products to conform to the Specifications due to a fault of Bottler. Customer’s acceptance of non-conforming delivery is not a
waiver of its right to reject future deliveries. If Customer rejects some or all Products in a shipment, at Customer’s option,
(i) Bottler shall provide a comparable quality substitute (for which substitution Bottler must assume any expense and price differential)
or (ii) Customer may purchase Products from another supplier as an alternate source as Customer, in its sole discretion, deems necessary.
At any time upon identification and notification of defective Products or nonconforming shipments, Customer may take any of the actions
set forth in Section 9(c)(iii). Within one week of notification of such defects, Bottler shall submit to Customer a written explanation
of the root cause and necessary corrective actions to prevent reoccurrence. Payment for or passage of title to Products prior to Customer’s
inspection does not constitute acceptance. Customer shall report any nonconforming defects or shortages to Bottler within five (5) business
days after receipt at the Delivery Destination. Bottler shall correct shortages at no additional cost to Customer. Customer shall be
deemed to have waived any right of rejection or remedy for any Products with nonconforming defects or shortages that are not reported
within five (5) business days after receipt of the Products at the Delivery Destination.


 




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6.
Confidentiality; Non-Circumvention.


 


(a)
Definition. For purposes of this Agreement, “Confidential Information” shall mean all non-public and proprietary
information relating to, or derived from, a party or its Affiliates (as defined herein) (each, and/or collectively, a “Disclosing
Party”) to which the other party or its respective Affiliates (each, and/or collectively, a “Receiving Party”)
is given access. Confidential Information shall include, without limitation, all methods and systems, software, technical data, research
reports, designs and specifications, new product and service developments, information regarding past, current, and prospective customers
and customer lists, pricing information, trademarks or service marks, and other information, data, documents, technology, know how, processes,
trade secrets, contracts, proprietary information, financial and operating data, now or hereafter existing or previously developed or
acquired by a Disclosing Party, regardless of whether any such information, data or documents qualify as “trade secrets”
under applicable law. Confidential Information shall not include information that: (a) the Receiving Party can reasonably demonstrate
to have been in its possession prior to disclosure of such information by the Disclosing Party or its representatives to the Receiving
Party; (b) information that also has been furnished to the Receiving Party by a third party who, so far as the Receiving Party was aware
after due inquiry, was entitled to disclose it as a matter of right without restriction; (c) information which is or becomes part of
the public domain by publication or otherwise through no breach of this Agreement by the Receiving Party; and (d) information which is
developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information and such can be reasonably
proven. As used in this Agreement, the term “Affiliate” means any corporation, partnership or other entity that controls,
is controlled by or is under common control with, a Disclosing Party or Receiving Party, as applicable.


 


(b)
Confidentiality and Non-Use. During the Term and for three (3) years thereafter, any Confidential Information which a Disclosing
Party discloses or makes available to a Receiving Party (a) shall not be, directly or indirectly, disclosed or used by the Receiving
Party other than solely in connection with its obligations under this Agreement, (b) shall be kept in strict confidence by the Receiving
Party to a commercially reasonable level of security, (c) shall not be reproduced by the Receiving Party without the Disclosing Party’s
prior consent, and (d) shall not be disclosed by the Receiving Party to any other person or entity without the Disclosing Party’s
prior written consent; provided, however, that the Receiving Party may reveal such information to its affiliates, officers, directors,
employees, members, accountants, attorneys, agents, consultants, advisors, and financing sources (collectively, its “Representatives”)
who (i) need to know or be aware of the Confidential Information in connection with the Agreement, (ii) are informed of the confidential
nature of the Confidential Information, and (iii) are subject, as a result of their employment or engagement by the Receiving Party,
to an obligation similar in nature and scope to this Agreement, which prohibits such party from disclosing the Confidential Information
furnished to them in connection with this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by any
of its Representatives. Notwithstanding any other provision of this Agreement, the Receiving Party may disclose the Confidential Information
to the extent required by applicable law, regulation or court order, provided that if the Receiving Party is required in any civil or
criminal legal proceeding, regulatory proceeding or any similar process to disclose any part of the Confidential Information, prior to
disclosure the Receiving Party shall, to the extent permitted, give prompt notice of such request to the Disclosing Party so that the
Disclosing Party may seek (at the Disclosing Party’s cost) an appropriate protective order or waive the Receiving Party’s
compliance with the provisions of this Agreement.


 




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(c)
Non-Circumvention. Each party agrees that, during the Term and for a period of three (3) years after the termination or expiration
of this Agreement it shall not, and shall cause its employees, affiliates, directors, officers and other related parties not to, directly
or indirectly, or in any manner whatsoever, circumvent or attempt to circumvent the other party in its relationships or negotiations
with its customers or prospective customers and as a result, neither party nor its employees, affiliates, successors, directors or officers
shall in any way negotiate, discuss, offer or enter into a direct or indirect agreement with any customer or prospective customer of
the other party. Furthermore, Bottler shall sell the Products utilizing the Equipment only to Customer and acknowledges and agrees that
Bottler shall not sell, offer, or provide or enter into any negotiations to sell, offer or provide, whether directly or indirectly, any
of the Products utilizing the Equipment to anyone other than Customer, whether presented as Customer products, as a different brand,
or unbranded/generic.


 


7.
Intellectual Property Rights.


 


(a)
Intellectual Property Rights Defined. “Intellectual Property Rights” means any copyright, patent, patent improvement,
design, logo, know-how, trademark, trade name, translation of trademark or trade name into a foreign language, trade dress or other designation
and any similar rights or applications for rights in any of the foregoing in any part of the world.


 


(b)
Ownership. Customer hereby represents that Customer, Customer’s Affiliates, and their respective licensors own exclusively
throughout the world the Technology, the Equipment, and any and all Specifications, labeling, distributive works, logos, pictures, drawings,
designs, ideas, sketches, graphics, models, samples, inventions, innovations, know-how, discoveries, trade secrets and other documentation,
information, data, material and other items, including all Intellectual Property Rights in the foregoing, that are delivered by Customer
to Bottler that relates to the Specifications, Equipment, or the Products (collectively, “Customer Intellectual Property”).
Intellectual property, including all Intellectual Property Rights therein, owned by Bottler prior to the Effective Date that is unrelated
to Customer Intellectual Property (“Bottler Intellectual Property”) belongs to Bottler.


 


(c)
No Contest. Bottler shall not: (i) contest the validity of any Customer Intellectual Property or any of Customer’s or its
Affiliates’ registrations or applications pertaining to any Customer Intellectual Property; (ii) do or cause to be done any act
or thing to impair Customer’s or its Affiliates’ right, title and interest in any Customer Intellectual Property; (iii) in
any manner represent that it owns or has an ownership interest in any Customer Intellectual Property; (iv) register or allow any other
party under its influence or control to register any trademarks, logos or Intellectual Property Rights, or any rights closely resembling
them, owned or used by Customer in any jurisdiction; (v) use any word, symbol, or mark which is confusingly similar to any Customer Intellectual
Property (as determined by Customer in its reasonable discretion); (vi) perform or permit to be performed any act which might in any
way impair the goodwill or other rights of Customer in any Customer Intellectual Property; or (vii) use Customer Intellectual Property
in any advertising, publicity, promotional material, press releases, sales material or as a reference or disclose the existence of this
Agreement, or the terms hereof, without obtaining Customer’s prior written approval. All Customer Intellectual Property (other
than patents and trademarks) will be deemed Customer’s Confidential Information. Sales, distribution or display of Products, or
any products, samples or artwork bearing any logos, trademarks or other Intellectual Property Rights licensed or sublicensed by Customer
are expressly prohibited except pursuant to this Agreement. All Products shall bear such trademarks, logos and other intellectual property
designations as specified by Customer from time to time. Bottler shall take, and cause any other party under its influence or control
to take, all reasonable steps, at Customer’s cost, that Customer considers necessary to protect Customer’s Intellectual Property
Rights. Subject to conformity with the confidentiality and non-disclosure obligations set forth in Section 6, Bottler shall inform all
of its suppliers and other third parties involved in the production of Products of Customer’s ownership of or rights in Customer
Intellectual Property. All Customer Intellectual Property, together with all associated goodwill, are and will remain the sole property
of Customer. Bottler hereby represents and warrants that it has full right and authority to perform its obligations and grant the rights
herein granted, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any
right, title, or interest to any technology or Intellectual Property Right that would conflict with its obligations under this Agreement.
Bottler further covenants that it shall not enter into any such agreements in the future without advance notice to Customer.


 




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(d)
Infringement. Bottler represents and warrants that, to the best of Bottler’s knowledge, production of the Product would
not infringe upon any third party Intellectual Property Rights utilizing equipment and processes currently employed by Bottler (the “Current
Bottler Processes”), prior to use of Customer’s Technology, Equipment, and Specifications. Bottler shall defend and indemnify
Customer and its officers, directors, employees, agents, Authorized Purchasers (as defined in Section 9(c)) and their Affiliates from
and against all costs, damages and expenses (including reasonable attorneys’ fees) incurred in connection with any Claim (as defined
in Section 14(b)) that the production of the Product constitutes an infringement of any Intellectual Property Right or other proprietary
right of any third party based upon the Current Bottler Processes. Bottler, at its own expense and option, shall either (i) procure for
Customer and its Authorized Purchasers the right to continue using or selling Products, (ii) replace the infringing Products with non-infringing
Products, or (iii) accept return of the Products and refund the full purchase price and shipping costs, each based upon the Current Bottler
Processes. This Section 7(d) does not apply to the extent any infringement relates to Customer Intellectual Property. Without limiting
the above, Customer may terminate this Agreement or any Purchase Order if any claim of infringement is made or threatened against Customer
as a result of or arising out of infringing or allegedly infringing Product or its packaging, labeling or documentation utilizing the
Current Bottler Processes.


 


(e)
No Right by Implication. No rights or licenses with respect to Product or Customer Intellectual Property are granted or will be
deemed granted to Bottler hereunder or in connection with this Agreement except as expressly provided in this Agreement.


 




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8.
Trademarks and Identification; Licensing of Technology.


 


(a)
Trademarks. Bottler is authorized to affix Customer’s trademarks (as designated by Customer) to designated Products which
are produced for Customer in accordance with Customer’s instructions as provided from time to time, but Bottler shall have no other
right whatsoever with respect to Customer’s trademarks, and the authorization made herein shall cease and be of no further effect
upon the earlier of Customer’s written notice or termination or expiration of this Agreement; provided, however, that the
authorization made herein shall continue for any Purchase Orders which are unfulfilled and not canceled upon termination or expiration
of this Agreement. Unless Customer grants prior written approval, Bottler shall not, at any time prior to or following termination of
this Agreement, produce for or sell to anyone but Customer any items bearing a Customer trademark or trade name, or having a distinctive
appearance or physical characteristic associated solely with Products made for Customer.


 


(b)
Identification. Bottler shall affix to each Product part numbers and/or other instructions or information as specified by Customer
(the “Markings”). The prices for Products must include the cost of all such Markings.


 


(c)
Limited License. Customer hereby grants to Bottler a limited, non-exclusive, non-assignable, non-sublicensable, royalty-free license
to use the Technology and the Equipment solely for the purpose of producing the Products as required under this Agreement. Bottler acknowledges
and agrees that the Technology and the Equipment are the sole and exclusive property of the Customer and/or its Affiliates and that Bottler
has no rights to either the Technology or the Equipment except as set forth herein.


 


9.
Warranties; Corrective Action Plan.


 


(a)
By Bottler. Bottler represents and warrants to Customer that (i) it has the requisite power, authority and authorization to enter
into this Agreement and carry out the terms hereof, (ii) the person signing this Agreement on behalf of Bottler has the requisite corporate
authority, (iii) the execution, delivery and performance of this Agreement is not prohibited or impaired by any judgment or other agreement
to which Bottler is a party or by which it is bound, (iv) Bottler is and at all times during the Term shall be in possession of all approvals
necessary to manufacture, render, process, package, label, deliver and sell Products; (v) Bottler has reviewed the Specifications for
the Technology and the Equipment and is capable of integrating the Technology and the Equipment into its production line to produce the
Products, (vi) Bottler has and will have ownership rights necessary to convey good and marketable title to all Products, free and clear
of all liens and encumbrances upon delivery of Products to Customer, and (vii) Bottler shall at all times comply with Applicable Law
pertaining to the manufacture and sale of Products. “Applicable Law” means any applicable statute, law, regulation,
ordinance, order, decree or the like, including but not limited to applicable food and safety laws, promulgated by any governmental department,
commission, board, bureau, agency, regulatory authority, instrumentality, or judicial or administrative body, whether federal, state,
or local or in a foreign country having jurisdiction over the parties (collectively, a “Governmental Authority”).


 


(b)
By Customer. Customer represents and warrants to Bottler that (i) it has the requisite power, authority and authorization to enter
into this Agreement and carry out the terms hereof, (ii) the person signing this Agreement on behalf of Customer has the requisite entity
authority, (iii) the execution, delivery and performance of this Agreement is not prohibited or impaired by any judgment or other agreement
to which Customer is a party or by which it is bound, (iv) Customer is and at all times during the Term shall be in possession of all
approvals necessary to utilize the Technology and Equipment required by the Specifications in the manufacturing, delivery, and sale of
the Products, (v) Customer has and will have ownership rights necessary to Bottler utilizing the Technology and Equipment required by
the Specifications in the manufacturing, delivery, and sale of the Products, and (vii) Customer shall at all times comply with Applicable
Law pertaining to the manufacture and sale of Products.


 




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(c)
Product Warranty.


 


(i)
Bottler warrants that Products will: (A) be processed, manufactured and labeled using sound manufacturing practices, with the services
being performed in a professional and workmanlike manner, and in all respects in accordance with Applicable Law and the highest standards
of quality in the industry and in a manner so as to ensure the safety of all persons and the preservation of property; (B) strictly comply
with all Specifications and all of Customer’s Product quality requirements provided to Bottler in writing or otherwise made available
from time to time; (C) be in good, usable and merchantable condition and fit for human consumption within the guidelines and sell-by
dates provided by Bottler; (D) be of high quality and free from defects (whether patent or latent) in workmanship, design, production
and materials; (E) be free of any and all liens and encumbrances; (F) have been handled properly up to the time of acceptance by Customer
or its authorized representative or designated agent; and (G) be produced in accordance with Section 1(c). These warranties are in addition
to, and shall not be construed as restricting or limiting, all warranties and remedies of Customer, express or implied, provided by law.
Any attempt by Bottler to limit, disclaim or restrict such warranties shall be null and void. All Bottler warranties provided to Customer
under this Section 9 are fully transferrable and assignable to Customer’s customers, and their respective successors and assigns,
and any other direct purchaser or end-user of any Product, including Customer’s Affiliates or subsidiaries (collectively, the “Authorized
Purchasers”).


 


(ii)
The warranty period for each Product is set forth on Exhibit A.


 


(iii)
If Customer, in its sole discretion, determines that Products fail to meet the warranties set forth above and/or Exhibit nonconformity
with the Specifications, Customer standards, or other defects, in each case as determined either at the time of delivery at the Delivery
Destination or at any time thereafter (a “Nonconformity”), Customer in its sole discretion may, in addition to its
other rights and remedies, and at Bottler’s sole cost and expense, take one or more of the following actions:


 


(A)
conduct a complete quality assurance inspection of the entire shipment or lot;


 


(B)
reject a portion of the, or the entire, shipment or lot, as Customer deems appropriate, and return the same to Bottler;


 


(C)
cancel any outstanding portion of the Purchase Order;


 


(D)
request replacement Products;


 




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(E)
retain the Products and recover damages from the Bottler for breach of warranty and, in such event, continued use of such Products by
Customer shall not constitute a waiver of Bottler’s breach of warranty;


 


(F)
request a written corrective action plan with respect to any Nonconformity, and if Customer deems such plan insufficient, Bottler shall
provide either a revised corrective action plan or additional information as to why Bottler believes the original plan will satisfactorily
address the Nonconformity; and/or


 


(G)
setoff any purchase price paid with respect thereto, as well as Customer’s and its customers’ costs with respect to such
shipment or part thereof.


 


(d)
Third Party Products. Bottler shall secure and administer for Customer any and all necessary sublicenses or direct licenses for
third party components, parts, equipment and other products (“Third Party Products”) used or contained within Products
provided hereunder; provided, however, that Bottler shall have no obligation to obtain any such rights with respect to the Equipment
or Technology required by the Specifications. Customer shall secure and administer for Bottler any and all necessary sublicenses or direct
licenses for Third Party Products used or contained within Products that comprise or relate to the Equipment or Technology required by
the Specifications.


 


(e)
Pass-Through Rights. Without limiting Section 9(d), each party hereby assigns and passes through to the other party, and each
party shall have the benefit of, all rights that either party obtains under representations, warranties, service agreements and indemnities
given by its third party subcontractors or suppliers in connection with any Third Party Products provided by a party pursuant to this
Agreement to the extent permitted by the applicable subcontractors or suppliers. To the extent that such representations, warranties,
service agreements and indemnities are not assignable by a supplier, each party agrees that the other party may assert or enforce any
right that either party may have to enforce such warranties, representations, service agreements, and indemnities, or if such can only
be enforced by a party under its own name, upon written request by the other party, such party shall take all reasonable action requested
by the other party to enforce such warranties, representations, service agreements, and indemnities.


 


10.
Nonconformities. In addition to any other obligations of a party under this Agreement, if (i) performance issues are sufficiently
serious to threaten Customer’s marketing of the Product or Customer’s reputation, or (ii) any Product presents a previously
unforeseen Nonconformity, either party shall be entitled to terminate this Agreement.


 


11.
Product Recalls. If either party deems it appropriate or necessary for any reason, including a safety concern or an investigation
or inquiry of a Governmental Authority, a finding of a defect or product hazard, or a finding that a Product is not in compliance with
any Applicable Law, standard, or requirement to recall or take any other corrective action relating to a Product produced pursuant to
this Agreement (a “Product Recall”), each party shall be responsible for the costs and expenses of the Product Recall
attributable to such party. Each party shall respond within a reasonable period to any question or request for information received by
the other party pertaining to the production of any Product or any Product Recall. Each party shall provide to the other party all necessary
information in its possession arising out of the Product Recall or any similar program. Except as required by Applicable Law, neither
party shall make any disclosure to the public or media with respect any Product Recall without the prior written consent of the other
party. Nothing contained in this Section shall preclude either party from taking such action as may be required of it under Applicable
Law.


 




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12.
Compliance Matters.


 


(a)
Compliance with Laws; Safety Standards. Bottler shall: (i) produce Products without the use of any child or prison labor and in
adequate working conditions reasonably providing for the health and safety of Bottler’s employees; and (ii) comply with all Applicable
Law. Bottler shall ensure that Products meet or exceed the safety standards required by Applicable Law. The parties shall cooperate with
one another in meeting all applicable safety standards.


 


(b)
Country of Manufacture. During the Term, Bottler shall maintain full traceability records regarding the country of origin (manufacture),
production lot, quantity and part number of each Product purchased under this Agreement. Bottler represents that Products will not be
packaged or transshipped for the purpose of mislabeling or evading quota or country of origin restrictions. Bottler shall provide to
Customer an annual certificate of origin for all Products sold to Customer in the applicable year. The certificate must display (in electronic
spreadsheet format) the following for each part number sold:


 


●
    Customer’s designated Part Number;


 


●

    Description of Product (clearly identifiable to a third party); and


 


●

    Country of Origin (place of manufacture, not just place of shipping).


 


(c)
Hazardous Substances. Bottler warrants that Products shall not contain any Hazardous Substances, as defined below, or any components
containing Hazardous Substances. “Hazardous Substances” means any pollutants, contaminants, pesticides, solid, special
or toxic wastes, asbestos-containing materials, mold, lead-based paint, solid, liquid, gas or electromagnetic radiation, petroleum or
petroleum product or by-product, or hazardous, extremely hazardous, toxic, infectious or radioactive substances, chemicals, materials
or wastes defined in or listed as such in, or regulated, limited or prohibited under, Applicable Law, including any environmental law,
including asbestos, polychlorinated biphenyls and substances referenced in Proposition 65 in the State of California. Bottler shall have
the right to terminate this Agreement if any Hazardous Substance is to be introduced into or utilized in producing the Products as a
result of utilizing the Technology or Equipment required in the Specifications.


 


(d)
Anti-Corruption. Each party shall at all times conduct its activities in accordance with all Applicable Law related to anti-bribery
or anti-corruption legislation including the U.S. Foreign Corrupt Practices Act of 1977 and all national, state, provincial or territorial
anti-bribery and anticorruption statutes. Accordingly, a party shall make no offer, payment or gift, will not promise to pay or give,
and will not authorize, directly or indirectly, the promise or payment of, any money or anything of value to any party employee or agent,
any government official, any political party or its officials, any or any person while knowing or having reason to know that all or a
portion of such money or item of value will be offered, given or promised for the purpose of influencing any decision or act to assist
a party or otherwise obtaining any improper advantage or benefit.


 




    	Page 11



    	 



    

 


13.
Term and Termination.


 


(a)
Term. The initial term of this Agreement commences on the Effective Date and continues for one (1) year from the date of this
Agreement (the “Initial Term”) unless otherwise terminated as set forth herein. Thereafter, the term of this Agreement
may be renewed for additional one (1) year term (each, a “Renewal Term”) if, at least ninety (90) days prior to the
expiration of the Initial Term or the then-current Renewal Term, as the case may be, Customer gives Bottler notice of its election to
renew this Agreement. The Initial Term and all Renewal Terms are collectively, the “Term.”


 


(b)
Termination for Cause. Either party may terminate this Agreement thirty (30) days after providing written notice to the other
party if the other party has committed a material breach under this Agreement and the material breach has not been cured to the non-defaulting
party’s satisfaction within the thirty (30) day notice period. Such notice shall state with specificity the nature of the breach
and the provision of this Agreement being breached.


 


(c)
Effect of Termination. Upon expiration or termination of this Agreement for any reason, at Customer’s option, Bottler shall
complete all orders submitted to Bottler by Customer prior to the effective date of termination and Customer shall pay for such orders
upon acceptance of Products by Customer, subject to any set-offs. Additionally, the parties shall coordinate the removal of the Equipment
from the Plant and the delivery of same in accordance with instructions provided by the Customer at such time. Bottler shall have the
right to sell any Products for which Customer has failed to pay Bottler pursuant to this Agreement for a period of six (6) months after
termination.


 


(d)
Survival. Expiration or termination of this Agreement for any reason will not affect any liabilities or obligations of either
party that have accrued at the date of expiration or termination or which by their nature survive expiration or termination, including
the obligations of Sections 6, 7, 9, 10, 11, 13(c), and 14 through 19.


 


14.
Product Liability; Indemnification.


 


(a)
Product Liability. Bottler’s indemnification of Customer and Authorized Purchasers for Bottler’s acts includes (i)
any claim for damages, injury, or loss resulting from use or operation of any Product supplied hereunder, other than as the result of
utilizing the Technology and Equipment required in the Specifications, (ii) any failure by Bottler to comply with any Applicable Law,
other than as the result of utilizing the Technology and Equipment required in the Specifications, and (iii) a breach by Bottler of any
covenant or term of this Agreement, other than as the result of utilizing the Technology and Equipment required in the Specifications.


 


(b)
Customer Indemnification. In addition to the requirements set forth in Sections 9 through 11, Bottler shall indemnify, defend
and hold harmless Customer and its Affiliates, and their respective directors, officers, customers, owners, other bottlers, distributors,
agents, and employees (each, a “Customer Indemnitee”) from and against any third party or Governmental Authority claims,
demands, investigations, suits, proceedings, or causes of action (each, a “Claim”) asserted against the Customer Indemnitee(s)
with respect to actual or alleged losses, liabilities, injuries, deaths, damages, fines, penalties, costs, expenses, incidental, special,
consequential, indirect and exemplary damages (provided such incidental, special, consequential, indirect and exemplary damages actually
result in a direct cost, payment or expense actually suffered by the Customer Indemnitee, but not including loss of profits or revenues,
impairment of goods, or loss of capital) (each, a “Loss”), modifications to or substitutions for Products, or other
increased expenses of operation, or claims of the Customer Indemnitee’s customers due to added cost or loss, failure of supply
and other amounts (including attorneys’ and other professionals’ fees and expenses incurred by Customer in connection with
the defending against the Claim), relating to or arising out of: (i) breach by Bottler or its employees, agents, subcontractors, sub-manufacturers
or assigns of the representations, warranties or other terms of this Agreement; (ii) acts or omissions of Bottler or its employees, agents,
subcontractors, sub-manufacturers, assigns, or its or their employees in violation of this Agreement or Applicable Law; (iii) the design,
manufacture, sale, recall, distribution or use of Products; (iv) the manufacture or sale of Products by Bottler or its subcontractors,
sub-manufacturers or assigns including, without limitation, product liability Claims (including negligence and breach of warranty Claims,
as well as traditional product liability Claims); and (v) third party intellectual property infringement Claims relating to the Current
Bottler Processes and Bottler Intellectual Property. Notwithstanding the foregoing, Bottler shall not indemnify or hold harmless Customer
for any acts arising out of Bottler’s use of the Technology or Equipment as required in the Specifications.


 




    	Page 12



    	 



    

 


(c)
Bottler Indemnification. In addition to the requirements set forth in Sections 9 through 11, Customer shall indemnify, defend
and hold harmless Customer and its Affiliates, and their respective directors, officers, customers, owners, other bottlers, distributors,
agents, and employees (each, a “Bottler Indemnitee”) from and against any third party or Governmental Authority Claims
asserted against the Bottler Indemnitee(s) with respect to any actual or alleged Losses, modifications to or substitutions for Products,
or other increased expenses of operation, or claims of the Bottler Indemnitee’s customers due to added cost or loss, failure of
supply and other amounts (including attorneys’ and other professionals’ fees and expenses incurred by Bottler in connection
with the defending against the Claim), relating to or arising out of: (i) breach by Customer or its employees, agents, subcontractors,
sub-manufacturers or assigns of the representations, warranties or other terms of this Agreement; (ii) acts or omissions of Customer
or its employees, agents, subcontractors, sub-manufacturers, assigns, or its or their employees in violation of this Agreement or Applicable
Law; (iii) the design, manufacture, sale, recall, distribution or use of Products as the result of the Technology or Equipment required
in the Specifications; (iv) the manufacture or sale of Products by Customer or its subcontractors, sub-manufacturers or assigns including,
without limitation, product liability Claims (including negligence and breach of warranty Claims, as well as traditional product liability
Claims); and (v) third party intellectual property infringement Claims related to Customer Intellectual Property.


 


(d)
Notice of Claim. Each party shall promptly notify the other party in writing of any Claim arising under this Section 14, and each
notified party shall be obligated to defend, settle, or otherwise dispose of such Claim with competent and experienced counsel reasonably
acceptable to the other party. The parties shall cooperate in the investigation and defense thereof. Each of the Customer Indemnitees
and Bottler Indemnitees shall at any time have the right, at its own expense, to be represented by counsel of its own choosing and to
become associated with either party in the defense of any such Claim.


 


(e)
Obligations Remain Continuously in Force. The obligations imposed by this Section 14 shall remain in force continuously, notwithstanding
the termination of this Agreement, and bind any successors or assigns of the parties with respect to Products manufactured by Bottler
during the Term, and by such successors, assigns or purchasers.


 




    	Page 13



    	 



    

 


15.
Insurance.


 


(a)
Bottler Insurance Requirement. Bottler shall carry at its expense during the Term and for five (5) years after its termination,
commercial general liability insurance written on an occurrence form, insuring against damages because of bodily injury, including death,
property damage and personal and advertising injury and include coverage for blanket contractual liability, broad form property and fire
damage, legal liability, independent contractor liability, products and completed operations liability, premises and operations liability
and at the request of Customer, product recall insurance. The minimum limits of insurance are USD 1,000,000 per occurrence, USD 2,000,000
general annual aggregate and USD 2,000,000 products and completed operations annual aggregate. The insurance required herein may be satisfied
by Bottler by any combination of primary, umbrella, or excess insurance policies, so long as the total limit of insurance is not less
than limits specified herein. An umbrella or excess insurance policy must be written on an occurrence form and be as broad as the primary
insurance policy. The insurance policies must be issued by reputable and financially responsible insurance companies with a minimum A.M.
Best rating of A-. Bottler shall cause its insurers to endorse the required insurance hereunder to waive any rights of subrogation against
the Customer Indemnitees, to name the Customer Indemnitees as additional insureds, to be primary to and non-contributory with any other
insurance maintained by or available to Customer Indemnitees, and to provide that the insurer will endeavor to give Customer at least
thirty (30) days prior written notice of any cancellation or reduction in coverage. Any insurance policy required herein will not have
a cross suit or cross liability exclusion. If Bottler fails to adhere to the requirements of this Section 15(a), Customer may order any
such insurance and charge the cost thereof to Bottler, which amount shall be due and payable by Bottler upon demand.


 


(b)
Sufficiency of Bottler Insurance; Cooperation with Insurer. By requiring insurance herein, Bottler does not represent that the
coverage and limits will necessarily be adequate to protect the Customer Indemnitees, and insurance effected or procured by Bottler will
not reduce or limit its contractual obligation to indemnify and defend the Customer Indemnitees as contemplated in Section 14(b). Bottler
and Customer shall fully cooperate and participate in the reporting and investigation of claims.


 


(c)
Customer Insurance Requirement. Customer shall carry at its expense during the Term and for five (5) years after its termination,
commercial general liability insurance written on an occurrence form, insuring against damages because of bodily injury, including death,
property damage and personal and advertising injury and include coverage for blanket contractual liability, broad form property and fire
damage, legal liability, independent contractor liability, products and completed operations liability, premises and operations liability
and at the request of Bottler, product recall insurance. The minimum limits of insurance are USD 1,000,000 per occurrence, USD 2,000,000
general annual aggregate and USD 2,000,000 products and completed operations annual aggregate. The insurance required herein may be satisfied
by Customer by any combination of primary, umbrella, or excess insurance policies, so long as the total limit of insurance is not less
than the limits specified herein. Any umbrella or excess insurance policy must be written on an occurrence form and be as broad as the
primary insurance policy. The insurance policies must be issued by reputable and financially responsible insurance companies with a minimum
A.M. Best rating of A-. Customer shall cause its insurers to endorse the required insurance hereunder to waive any rights of subrogation
against the Bottler Indemnitees, to name the Bottler Indemnitees as additional insureds, to be primary to and non-contributory with any
other insurance maintained by or available to Bottler Indemnitees, and to provide that the insurer will endeavor to give Bottler at least
thirty (30) days’ prior written notice of any cancellation or reduction in coverage. Any insurance policy required herein will
not have a cross suit or cross liability exclusion. If Customer fails to adhere to the requirements of this Section 15(a), Bottler may
order any such insurance and charge the cost thereof to Customer, which amount shall be due and payable by Customer upon demand.


 




    	Page 14



    	 



    

 


(d)
Sufficiency of Customer Insurance; Cooperation with Insurer. By requiring insurance herein, Customer does not represent that the
coverage and limits will necessarily be adequate to protect the Bottler Indemnitees, and insurance effected or procured by Customer will
not reduce or limit its contractual obligation to indemnify and defend the Bottler Indemnitees as contemplated in Section 14(b). Bottler
and Customer shall fully cooperate and participate in the reporting and investigation of claims.


 


16.
Reserved.


 


17.
Governing Law; Jurisdiction; Trial by Jury. This Agreement will be governed by and interpreted in accordance with the internal
laws of the State of Florida, United States, without regard to conflicts of laws. The parties hereby consent to the exclusive jurisdiction
of, and venue in, any federal or state court of competent jurisdiction located in Palm Beach County, Florida for the purposes of adjudicating
any matter arising from or in connection with this Agreement. Each party expressly waives any right to a trial by a jury in any proceeding
arising directly or indirectly out of this Agreement.


 


18.
Equitable Relief. Each party’s remedies at law for a breach of any provision of this Agreement may be inadequate, and
either party may suffer irreparable harm from any such breach. Therefore, each party may enforce any provision of this Agreement by obtaining
equitable relief in addition to all other remedies at law or under this Agreement.


 


19.
Miscellaneous.


 


(a)
Notices. Other than routine communications made in the ordinary course of performing any obligations under this Agreement, all
notices or other communications required or permitted to be given under this Agreement must be in writing and will be deemed to have
been sufficiently given when delivered either in person or on the second business day after mailing via recognized international courier,
postage prepaid, to the address stated below or to such other address or individual as either party may specify from time to time in
writing or transmitted electronically if confirmed in writing by one of the above methods, provided, however, that if transmitted electronically,
the date of delivery shall be the date notice is received in accordance with the methods set forth above.


 




    	Page 15



    	 



    

 


If
to Customer:


 


 ________________________


 





Golden
Ally Lifetech Group, Inc


ATTN:
Oliver Ban


901
S Mopac Exp. Bldg 1 STE 300


Austin,
TX 78746


 


If
to Bottler:


 


Azure
Water Bottling of Florida, LLC


ATTN:
Nestor Lopez


1903
Greenleaf Lane,


Leesburg,
FL 34748, USA


 


(b)
Waiver. No term or provision of this Agreement will be deemed waived by either party unless such waiver is in writing and signed
on behalf of the party against whom it is asserted and such writing includes a specific statement of such party’s intent to make
such waiver. No waiver of a breach of this Agreement by either party, whether express or implied, will constitute a consent to, waiver
of, or excuse for any other, different, or subsequent breach of this Agreement.


 


(c)
Conflicts of Interest. If either party becomes aware of a conflict of interest relating to this Agreement, such party shall immediately
notify the other party and the parties shall work in good faith to resolve the conflict or otherwise resolve the situation.


 


(d)
Modification. Except as expressly set forth in this Agreement, no modification or change may be made in this Agreement except
by written instrument duly signed by an authorized representative of each party hereto.


 


(e)
Assignment. This Agreement may be assigned by either party, without the consent of the other party, to (i) any Affiliate of the
party, (ii) any entity with which or into which the party may consolidate or merge, or (iii) any entity acquiring all or substantially
all of the assets of the party relating to this Agreement. In addition, each party shall have the right to delegate any of its obligations
hereunder to an Affiliate or to an agent of such party. Any assignment, transfer, or delegation in contravention of this Section 19(e)
will be null and void. This Agreement will inure to the benefit of the successors and permitted assigns of the parties.


 


(f)
Entire Agreement. This Agreement, together with the Recitals, the attached Exhibits, and any future exhibits or schedules entered
into by the parties from time to time hereunder, and all Purchase Orders, all of which are hereby incorporated into this Agreement, constitutes
the entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement supersedes all prior and simultaneous
representations, discussions, negotiations, letters, proposals, agreements, and understandings between the parties with respect to the
subject matter hereof, whether written or oral. In the event of any conflict or inconsistency between the terms of this Agreement and
any Exhibits hereto, this Agreement will control, except as specifically stated otherwise.


 




    	Page 16



    	 



    

 


(g)
Cumulative Remedies. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution
for any other rights and remedies available at law, in equity or otherwise, except to the extent expressly provided in this Agreement
to the contrary.


 


(h)
Force Majeure; Other Events. Neither party shall be considered in default of its performance of any obligation hereunder (other
than an obligation to make any payment due hereunder) to the extent that performance of such obligation is prevented or delayed by any
act of God or other cause beyond such party’s reasonable control, including any act, failure to act, or delay in acting on the
part of any governmental authority, governmental priorities, strikes or other labor difficulties, accidents or disruptions such as fire,
explosion, terrorism, flood, federal, state, or local governmental declaration of pandemics or epidemics, or civil disturbance (each,
a “Force Majeure Event”). The party subject to a Force Majeure Event shall use commercially reasonable efforts to
minimize the consequences of such event and to overcome such event as soon as reasonably possible. A party desiring to rely upon any
Force Majeure Event as an excuse for failure, default, or delay in performance shall promptly notify the other party of the occurrence
of the Force Majeure Event and again of the cessation of that event. If either party is unable to substantially perform its obligations
under this Agreement for more than thirty (30) days as a result of a Force Majeure Event, the other party shall have the option to terminate
this Agreement upon written notice to the non-performing party.


 


(i)
Severability. If any provision in this Agreement is invalid or unenforceable in any circumstances, its application in any other
circumstances and the remaining provisions of this Agreement will not be affected thereby.


 


(j)
Publicity. Neither party shall make any public announcements or communicate with any news media regarding this Agreement or the
transactions contemplated hereby without the prior written consent of the other party.


 


(k)
No Third Party Beneficiaries. Except as expressly stated herein, each party intends that this Agreement will not benefit, or create
any right or cause of action in or on behalf of, any person or entity other than the parties hereto, a party’s Affiliates, and
their successors and permitted assigns.


 


(l)
Interpretation. For purposes of this Agreement, (i) the words “include,” “includes” and “including”
will be deemed to be followed by the words “without limitation”; (ii) the word “or” is disjunctive but not necessarily
exclusive; and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder”
refer to this Agreement as a whole. This Agreement will be construed without regard to any presumption or rule requiring construction
or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are
for reference only and will not affect the interpretation of this Agreement.


 


(m)
Execution. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together
will be deemed to be one and the same agreement. A signed copy of this Agreement delivered by fax, email or other means of electronic
transmission will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 




    	Page 17



    	 



    

 


(n)
Setoff. Notwithstanding any other provision in this Agreement, each party has the right to set off any amounts it owes to the
other party against any amounts owed to it by the other party, and vice versa.


 


(o)
Relationship. The relationship established between the parties by this Agreement is solely that of vendor and vendee. Under no
circumstances shall the contractual relationship between the parties be deemed or construed as one of agency, joint venture, employment,
or otherwise. This Agreement does not give either party any right to act as a representative or agent of the other or any authority to
incur or create any obligation in the name of or on behalf of the other.


 


(p)
Subcontractors and Sub-manufacturers. Bottler shall not appoint any subcontractors or sub-manufacturers other than Azure Water
Bottling LLC, a Florida limited liability company, a Bottler Affiliate, without Customer’s prior written agreement. Any such
subcontractors or sub-manufacturers must agree in writing to be bound by all of the terms of this Agreement and Bottler’s obligations
hereunder, including those of Section 6. Unless pursuant to a duly authorized assignment, Bottler retains primary liability to Customer
for its obligations under this Agreement, notwithstanding the appointment of any subcontractors or sub-manufacturers, and shall be jointly
and severally liable for the actions or omissions of any subcontractors or sub-manufacturers.


 


[Signature
Page Follows]


 




    	Page 18



    	 



    

 


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


 


	 	Company:
    Golden Ally Lifetech Group, Inc
	 	 	 
	 	By:	 
	 	Name:	Oliver
    K Ban
	 	Title:
    	CEO
	 	 	 
	 	Azure
    Water Bottling of Florida, LLC
	 	 
			
		By:	 
	 	Name:	Chuck
    Walkley
	 	Title:
    	CEO


 




    	 



     


    

 


EXHIBIT
A


 


Products;
Specifications; Prices


 


Products:
GOLDEN WATER, TRADEMARK: AQP WATER


 


First
Order: [***] bottles, using 432 ml bottles of Golden proprietary water, trademarked at AQP Water.


 


Subsequent
Orders: Minimum quantity of [***] bottles ([***]), using 432ml bottles, to [***] ([***]) cases.


 


Annual
Commitment: [***] 24pk cases (or [***] bottles of 432 ml water). This annual commitment shall begin on the first date of production but
within 4 months of agreement signing.


 


Pricing:


 


Prices:
Pricing: $[***] / Case / FOB Leesburg, FL


 


	Total
    Price Per Unit	 	$[***]	 	Per
    432 ml Bottle
	Total
    Price Per Case	 	$[***]	 	Per
    432 ml Case


 


Package:
24pk / 432ml


 





		○
                                            	.



		■	Bottle
                                            Molds to be purchased by Golden Ally.



		○	Blue
                                            bottles are an option. The cost difference between clear and blue bottles will be passed
                                            along to Golden.



		─	Closure:
                                            28mm / White



		─	Label:
                                            5 x 7 PS (Supplied by customer)



		○	Label
                                            cost above $[***] will be incurred by Golden.



		○	Azure
                                            will coordinate label purchase and Golden will pay for labels.



		─	Packaging:
                                            Clear unsupported shrink wrap



		─	Pallet:
                                            4x4



		─	pH
                                            water filling: Included



		─	Payment
                                            terms:



		○	First
                                            order: 100% payment before production



		○	Second
                                            Order: 50% Prior to production / 50% once produced



		○	Third
                                            order: Payment in full prior to shipment



		─	The
                                            Processing Fee shall be subject to the adjustments prescribed by a liner reduction.



		─	of
                                            10% after the first order, to the final capacity of the agreed total annual order so that
                                            the final per case price will be 10% less than the initial order per case price. In other
                                            words, the cost of the last case will be 10% lower than the first produced case.


 




    	A-1



    	 



    

 


Warranty:
Not applicable.


 


Specifications:


 


GOLDEN
will provide ceramic beads to be used in containers supplied by Azure Bottling, that will be used to process water provided by the Azure
bottling line, and will be used after the Reverse Osmosis process, but before the Ozonization process used by Azure Bottling. (The precise
and final positioning of the ceramic filter beads tank is TBD by Azure and Golden)


 


    ●
General standards: All ready to drink beverages packaged in bottles that GOLDEN distributes, markets or sells in the Territory
during the Term of this Agreement, initially Product to be packaged in a 432 ml plastic bottle designed by GOLDEN.


 


Optional
Provisions:


 


    ●
The quality assurance procedures for the Product established by Azure Bottling and accepted by GOLDEN as
set forth in “Exhibit B” attached to this Agreement.


 


Minimum
Order Commitment:


 


─
Initial Run: [***]


─
Subsequent Min Runs: [***]


─
Annual Commitment: [***] 24pk cases (or [***] of 432 ml water)


○
Details: Take or Pay


■
 Any case commitment shortfall will be charged at $[***] per case


 




    	A-2



    	 



    

 


EXHIBIT
B


 


QUALITY
ASSURANCE PROCEDURES


 


MICROBIOLOGICAL
& SHELF LIFE TESTING:


 


Samples
should be performed and analyzed to assure the integrity of the product. Several Quality Assurance checks in place should be performed
too, to assure that the package integrity is intact and in legal compliance.


 


Additional
sampling may be required to develop adequate history or to investigate quality issues. These will be determined by Quality Assurance
as such needs arise.


 


The
product will be incubated at 92-97F for 5 days in incubation


 


Room.
Low Acid


 


Frequency


Each


Hour


 


Each
15 minutes


 


(Samples
per process) 3 per Filler pH


 


Target
Results: (Microbiological plates)


 


Test:


 


48
hr plate


 


48
Stressed 1ml pH


 


Maximum


 


<5
u/ml (max.)


 


No
pH changes from Original Sample.


 


Product
will be released after the results of the different tests are analyzed. It will occur 7 days after the production finishes. If any problem
is present, the tests will be performed again and the release will be 7 days later.


 




    	B-1



    	 



    

 


OTHER
PROCESS REQUIREMENTS:


 


Several
tests, audits and inspections must be performed to assure the product specifications, such as the following:


 


●
Package Integrity


 


●
Weight


 


●
Container and case Codes


 


●
Organoleptic profile


 




    	B-2