In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

[Q]: Exhibit 10.1 CONSULTING AGREEMENT This CONSULTING AGREEMENT (Agreement) effective as of this 1st day of March 2020 is hereby entered into between Gunston Consulting, LLC (CONSULTANT), a Virginia limited liability company, and Medalist Diversified REIT, Inc. (REIT or the Company), a Maryland corporation, collectively the Parties. NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration, the Parties hereby agree as follows: 1. Consulting Services. REIT hereby retains CONSULTANT and CONSULTANT hereby accepts appointment to serve as an independent contractor to the Company. During the term of this Agreement, CONSULTANT shall consult with REIT and provide the services outlined in the attached Statement of Work in a timely and professional manner in accordance with industry standards. CONSULTANT further agrees that it will not assign the responsibilities set forth in the attached Statement of Work to any other CONSULTANT, subcontactor or other individual without the express written agreement of the Company's Chief Executive Officer. 2. No Control by the Company. The Parties agree that CONSULTANT shall use its own judgment as to the time, place, details, and means by which CONSULTANT will accomplish the results of CONSULTANT's services under this Agreement, that CONSULTANT is not required to work set hours of the day or week established by the Company or perform specific services in a sequence determined by the Company, and that nothing contained herein shall be construed to create the relationship of employer and employee between the Company or CONSULTANT; provided, however, that CONSULTANT is expected to provide the services contemplated by this Agreement in a timely and competent manner in order to meet the needs and expectations of the Company. 3. Independent Contractor. The Parties expressly intend and agree that CONSULTANT is acting as an independent contractor and not as an employee of REIT. Under no circumstances shall CONSULTANT look to REIT as its employer, or as a partner, agent, or principal. CONSULTANT has no right or authority to act as an agent of REIT or for or on behalf of the Company in any capacity whatsoever or to assume or create any obligation of any kind - express or implied - on behalf of REIT. 4. Compensation and Reimbursement. CONSULTANT shall be compensated and reimbursed for the services as set forth in the attached Statement of Work. Completeness of work product shall be determined by REIT in its sole discretion, and CONSULTANT agrees to make all revisions, additions, deletions or alterations as requested by the Company. No other fees and/or expenses will be paid to CONSULTANT, unless such fees and/or expenses have been approved in advance by the appropriate Company executive. CONSULTANT shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll-type taxes applicable to such compensation.

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5. Confidentiality. 5.1 Acknowledgment of Proprietary Interest. REIT now owns and will hereafter develop, compile, and own certain Proprietary Information, including proprietary techniques, trade secrets, and confidential information, which have great value in its business. As used herein, the term Proprietary Information includes any and all of REIT's confidential or proprietary information, including without limitation, the existence of, and the terms of, this Agreement, any and all confidential information of REIT encompassed in any and all reports, designs, devices, diagrams, software codes, test results, processes, research products and product development, technical memoranda and correspondence, work in progress, plans, proposals, marketing and sales information and data, financial projections, cost summaries, pricing formula, and all concepts or ideas, materials or information related to the business, products, or properties of REIT or REIT's tenants, suppliers, employees or contractors, which has not previously been released to the public at large by duly authorized representatives of REIT, whether or not such information would be enforceable as a trade secret or the copying of which would be enjoined or restrained by a court as constituting unfair competition, and any Work Product, as defined in Section 6 of this Agreement, developed or created by the CONSULTANT. CONSULTANT acknowledges and agrees that any and all Proprietary Information of REIT is the property of REIT. 5.2 Covenant Not to Divulge Proprietary Information. CONSULTANT acknowledges and agrees that REIT is entitled to prevent the disclosure of Proprietary Information of REIT. CONSULTANT agrees that at all times during or subsequent to the performance of the consulting services under this Agreement, CONSULTANT will keep confidential and will not divulge, communicate, or use Proprietary Information, except for CONSULTANT's own use during the Term of this Agreement to the extent necessary to perform the consulting services. CONSULTANT further agrees not to cause the transmission, removal or transport of tangible embodiments of, or electronic files containing, Proprietary Information from REIT's principal place of business, without prior approval of the Company. CONSULTANT shall disseminate Proprietary Information only to those employees of CONSULTANT with a special need to know such Proprietary Information. CONSULTANT warrants that such employees shall be informed of the proprietary nature of the Proprietary Information and shall be bound by this Agreement in the same manner that CONSULTANT is bound. 5.3 No Licenses. No rights or licenses in or to the Proprietary Information of REIT are granted to CONSULTANT by virtue of this Agreement. 6. Intellectual Property, Inventions and Patents. CONSULTANT acknowledges that CONSULTANT's rights in all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Proprietary Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company's actual or anticipated business, research and development or existing or future products or services and which were or are conceived, developed, contributed to or made or reduced to practice by CONSULTANT (whether alone or jointly with others) while under contract with the Company, whether before or after the date of this Agreement (Work Product), belong to the Company. CONSULTANT shall promptly disclose such Work Product to the Chief Executive Officer of the Company and, at the Company's expense, perform all actions reasonably requested by the Chief Executive Officer of the Company (whether during or after the consultancy) to establish and confirm such ownership (including assignments, consents, powers of attorney and other instruments). CONSULTANT acknowledges that all copyrightable Work Product which is capable of being classified as works made for hire under the U.S. Copyright Act of 1976, as amended, shall be deemed works made for hire and that the Company shall be the author of, and own all rights therein. To the extent that any such copyrightable work is not a work made for hire, CONSULTANT hereby assigns and agrees to assign to the Company all right, title and interest, including a copyright, in and to such copyrightable work. Furthermore, CONSULTANT agrees to sign any written instrument of transfer for any rights relating to the Work Product which may be required to effect or evidence the assignment of rights in the Work Product to the Company. The foregoing provisions of this Section 6 shall not apply to any invention that CONSULTANT developed entirely on CONSULTANT's own time without using the Company's equipment, supplies, facilities or trade secret information, except for those inventions that (i) relate to the Company's business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by CONSULTANT for the Company.

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7. Restrictive Covenants. 7.1 Solicitation of Employees. CONSULTANT agrees that during its consultancy for REIT and for a period of twelve (12) months immediately following the termination of its consultancy with the Company for any reason, whether with or without cause, it will not, for itself or any other person or entity: (a) solicit, induce, recruit or encourage any of the Company's employees, contractors, independent contractors or any person who provides services to the Company to terminate or reduce their employment or other relationship with the Company; (b) hire any individual who is (or was within the six (6) months immediately preceding such hiring, unless such employee was terminated from such employment by Company) an employee, exclusive contractor, or exclusive independent contractor of the Company; or (c) attempt to do any of the foregoing. 7.2 Solicitation of Customers. CONSULTANT agrees that during its consultancy for REIT and for a period of twelve (12) months immediately following the termination of its consultancy with the Company for any reason, whether with or without cause, it will not: (a) solicit, entice or induce any Customer for the purpose of providing, or provide, products or services that are competitive with the products or services provided by the Company, or (b) solicit, entice, or induce any Customer to terminate or reduce its business with (or refrain from increasing its business with) the Company. As used in this Section 7.2, Customer means any person or entity to which the Company provided products or services, including any tenants of the Company's properties, (or was invested in real estate owned by the Company), and with which CONSULTANT had contact on behalf of the Company, within the last twelve (12) months of its consultancy with the Company.

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7.3 Noncompetition. CONSULTANT agrees that during its consultancy for REIT and for a period of twelve (12) months immediately following the termination of its consultancy with the Company for any reason, whether with or without cause, it will not: (a) have any ownership interest in, or participate in the financing, operation, management or control of, any Competitor; or (b) engage in or perform services for any Competitor, if such services either (1) are the same as or similar to (individually or in the aggregate) the services CONSULTANT performed for the Company during its consultancy with the Company, or (2) are performed with respect to products or services of the Competitor that are competitive with the products or services provided by the Company with which CONSULTANT was involved during its consultancy with the Company or about which it received Proprietary Information during its consultancy with the Company. As used in this section, Competitor means: (i) any private or publicly traded real estate investment trust, fund or other investment vehicle or program whose principal place of business is in Virginia or any other state in which the Company owns real estate and whose business strategy is based on investing in, acquiring or developing flex/industrial, retail, multifamily and limited service hotel real estate, whether directly or indirectly through joint ventures, or (ii) any entity whose principal place of business is in Virginia or any other state in which the Company owns real estate and that advises (including any external advisor) such investment vehicles or programs. It is agreed that ownership of no more than 1% of the outstanding voting stock of a publicly traded corporation will not constitute a violation of Section 7.3. 7.4 Non-Disparagement. CONSULTANT acknowledges that any disparaging comments by him against the Company are likely to substantially depreciate the business reputation of the Company. CONSULTANT agrees to act in good faith so as to not harm the business reputation of the Company in any way. CONSULTANT further agrees that it will not directly or indirectly defame, disparage, or publicly criticize the services, business, integrity, veracity or reputation of the Company or its owners, officers, directors, or employees in any forum or through any medium of communication. Nothing in this Agreement will preclude CONSULTANT from supplying truthful information to any governmental authority or in response to any lawful subpoena or other legal process. 8. Termination. This Agreement shall terminate immediately upon the occurrence of any of the following events: (a) upon the death or bankruptcy of CONSULTANT; or (b) upon the close of business on the date the Company gives CONSULTANT written notice of Termination for Cause (as defined below); (c) ninety (90) days following the date the Company gives CONSULTANT written notice of termination for any or no reason; or (d) CONSULTANT may terminate this Agreement by giving ninety (90) days' written notice to REIT.

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For purposes of this Agreement, Termination for Cause shall mean termination of this Agreement by the Company as the result of: (i) any act of fraud, dishonesty or neglect of services by CONSULTANT in connection with the services to be provided under this Agreement or against any Company customer, vendor or affiliated company; or (ii) the breach or prospective breach of any provision of this Agreement by CONSULTANT. 8.1 Return of Materials at Termination. In the event of any termination of CONSULTANT's appointment, with or without cause, CONSULTANT shall promptly deliver to REIT any and all materials, property, documents, data, and all other information belonging to REIT or pertaining to Proprietary Information, whether prepared by REIT or CONSULTANT, in CONSULTANT's possession or control, and regardless of how stored or maintained, including all originals, copies, and compilations, and all information stored or maintained on computer, PDAs, electronic or other devices, tapes, discs, or any other form of technology. CONSULTANT shall not take any materials, property, documents, or other information, or any reproduction or excerpt thereof, belonging to REIT or pertaining to any Proprietary Information. 8.2 Obligations Surviving Termination. The obligations of Sections 3, 5, 6 and 7 shall survive any termination of this Agreement. 8.3 Change of Control. In the event of a 'Change of Control' of Company, then if CONSULTANT's services are terminated without cause at any time within a twelve (12) month period following such Change of Control, CONSULTANT shall receive a termination fee equal to twelve (12) months compensation hereunder at the then current monthly rate, including any stock compensation. A Change of Control shall be any purchase of equity in the Company by a party that results in the party acquiring (i) voting control of the Company or (ii) the authority to replace or appoint, a majority of the Board, or the CEO or COO or CFO of the Company. 9. General Provisions. 9.1 Entire Agreement. This Agreement constitutes the entire and exclusive agreement between the Parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements, representations, and understandings of the Parties regarding their consulting relationship. 9.2 Severability. In the event that a court of competent jurisdiction determines that any portion of this Agreement is in violation of any law or public policy, only the portions of this Agreement that violate such law or public policy shall be stricken. All portions of this Agreement that do not violate any statute or public policy shall continue in full force and effect. Further, any court order striking any portion of this Agreement shall modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties under this Agreement. 9.3 Representations and Warranties. CONSULTANT represents and warrants to Company that (a) CONSULTANT has full power and authority to enter into this Agreement including all rights necessary to make the foregoing assignments to Company; that in performing under the Agreement; (b) CONSULTANT will not violate the terms of any agreement with any third party; and (c) the Services and any work product thereof are the original work of CONSULTANT, and to CONSULTANT's knowledge (i) do not and (ii) will not (unless noted to Company otherwise by CONSULTANT) infringe upon, violate or misappropriate any patent, copyright, trade secret, trademark, contract, or any other publicity right, privacy right, or proprietary right of any third party. For clarity, while CONSULTANT may create original ideas that are Work Product herein, CONSULTANT cannot, and does not warrant that those ideas can be exploited by Company with out infringing the rights of other parties.

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9.4 Successors and Assigns. The rights and obligations of REIT under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of REIT. CONSULTANT shall not be entitled to assign any of CONSULTANT's rights or obligations under this Agreement. 9.5 Taxes, Fees and Benefits. Because this Agreement creates an independent contractor relationship, the parties understand that the Company has no obligation to withhold any state or federal income taxes, social security, or other taxes from payments to CONSULTANT, nor shall it make any workers' compensation or unemployment benefit payments, contributions or payroll tax payments on behalf of CONSULTANT. CONSULTANT agrees that it shall not be eligible for or entitled to participate in any PTO, benefit plans, retirement and insurance coverage provided by the Company or its subsidiary and affiliated entities to their respective employees. CONSULTANT also acknowledges and agrees that the Company will issue a Form 1099 for all compensation paid to CONSULTANT, and it is CONSULTANT's obligation to report and pay all federal, state and local income, payroll, self-employment and other taxes due for her on all compensation from the Company as may be required by law. CONSULTANT agrees to indemnify REIT for any claims, losses, costs, fees, liabilities, damages, or injuries suffered by REIT arising out of CONSULTANT's breach of this section. 9.6 Governing Law; Jurisdiction. This Agreement shall be interpreted, construed, governed, and enforced according to the laws of the Commonwealth of Virginia, without giving effect to its conflict of laws principles. The Parties hereby agree and consent that any and all causes of action arising under this Agreement shall only have jurisdiction and venue in the United States District Court for the Eastern District of Virginia and/or the Circuit Court for Chesterfield County. Each of the parties consents to the jurisdiction and venue of either court for the resolution of all causes of action arising under this Agreement upon proper service of process. 9.7 Indemnity. (a) Indemnity by the Company. The Company hereby agrees to indemnify and hold harmless Consultant against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal counsel fees) to the extent not funded by applicable insurance, in addition to any liability the Company may otherwise have, arising out of, related to or based upon (i) any violation of law, rule or regulation by the Company or the Company's agents, employees, representatives or affiliates or (ii) any third party action or claim against the Company in which Consultant is alleged to be additionally liable. In this regard CONSULTANT shall be an additional insured under Company's applicable insurance coverages. Company shall provide CONSULTANT evidence of all such coverage.

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(b) Indemnity by Consultant. Consultant hereby agrees to indemnify and hold harmless the Company and each person and affiliate associated with the Company against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and legal counsel fees) to the extent not funded by applicable insurance, in addition to any liability the Consultant may otherwise have, arising out of, related to or based upon: (i) Any breach by Consultant of any representation, warranty or covenant contained in or made pursuant to this Agreement; or (ii) Any violation of law, rule or regulation by Consultant or Consultant's agents, employees, representatives or affiliates. (c) Actions Relating to Indemnity. If any action or claim shall be brought or asserted against a party entitled to indemnification under this Agreement (the Indemnified Party) or any person controlling such party and in respect of which indemnity may be sought from the party obligated to indemnify the Indemnified Party pursuant to this Section 9.7 (the Indemnifying Party), the Indemnified Party shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of legal counsel and the payment of all expenses related to the claim against the Indemnified Party or such other controlling party. If the Indemnifying Party fails to assume the defense of such claims, the Indemnified Party or any such controlling party shall have the right to employ a single legal counsel, reasonably acceptable to the Indemnifying Party, in any such action and participate in the defense thereof and to be indemnified for the reasonable legal fees and expenses of the Indemnified Party's own legal counsel. (d) This Section shall survive any termination of this Agreement for a period of three (3) years from the date of termination of this Agreement. Notwithstanding anything herein to the contrary, no Indemnifying Party will be responsible for any indemnification obligation for the gross negligence or willful misconduct of the Indemnified Party. 9.8 Modification. This Agreement may not be amended except by an instrument in writing signed by or on behalf of all the Parties to this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the effective date set forth above. Gunston Consulting, LLC REIT: By: /s/ Brent Winn By: /s/ Thomas E. Messier NAME: Brent Winn NAME: Thomas E. Messier Its: Authorized Signatory Title: Chief Executive Officer

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STATEMENT OF WORK Nature of Services: CONSULTANT shall have the duties, authorities and responsibilities as are required by CONSULTANT's position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to CONSULTANT as the Chief Executive Officer or the Board of Directors of the REIT (the Board of Directors or the Board) shall designate from time to time that are not inconsistent with CONSULTANT's position and that are consistent with the bylaws of the REIT and/or the limited partnership agreement of the REIT's operating partnership, Medalist Diversified Holdings, L.P., each as may be amended from time to time, including, but not limited to, managing the affairs of the Company. Term: twelve (12) months from the date of the Agreement which term shall automatically renew for an additional twelve (12) months on such date if the Agreement is not otherwise terminated according to Section 8 of the Agreement. Compensation: REIT agrees to pay CONSULTANT the following consulting fees, for services performed by CONSULTANT: 1. $200,000 annual fee payable in 12 equal monthly installments or 24 equal semi-monthly installments, at CONSULTANT's election. 2. Annual stock grants as awarded by the Compensation Committee of the Company's Board of Directors. 3. Except for limited authorized expenditures expressly agreed to and authorized by REIT, such as pre-approved, reasonable travel expenses, CONSULTANT shall be responsible for paying all expenses incurred by him/her in the performance of this Agreement. It is expressly understood that the Company will not wholly or partially reimburse non-authorized expenses. Moreover, invoices for approved expenses must be itemized and substantiated by appropriate receipts prior to payment.

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Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
[A]: 19687


[Q]: EXHIBIT 10(d)

PROMOTION AGREEMENT                        ASHWORTH, INC., JAMES W. NANTZ III                          AND NANTZ COMMUNICATIONS, INC.                                               THIS AGREEMENT is entered into by and among ASHWORTH, INC. (The Company or Ashworth), JAMES W. NANTZ III (Nantz) and NANTZ COMMUNICATIONS, INC. (Nantz Communications), effective as of June 1, 1998.

WHEREAS, the Company desires to retain Nantz Communications and Nantz to provide certain promotional and other services and Nantz Communications and Nantz are willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, the parties hereto desire to set forth in writing their agreement as to such promotion arrangement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

DEFINITIONS

As used herein, the terms set forth below shall be defined as follows:

ENDORSEMENT shall include only the right to use the name, any nickname, initials, autograph, facsimile signature, photograph, portrait, likeness, and/or endorsement of Nantz.

ASHWORTH APPAREL shall mean all ASHWORTH(R) brand sportswear apparel contained in the Company's present and future collections (during the Term (as defined below)).

ASHWORTH PRODUCTS shall mean, collectively, Ashworth Apparel and Ashworth hats and shoes.

DISABILITY shall mean mental or physical illness or condition rendering Nantz incapable of fulfilling the services to be provided by him under this Agreement for a continuous period of at least 60 days.

PREMIUM PROGRAM shall mean any traffic builder or other program involving the use of a premium to sell products or services other than Ashworth products and shall include any program primarily designed to attract the consumer to purchase a product or service other than Ashworth Products themselves.

CONTRACT YEAR shall mean a period of twelve (12) successive months commencing on any first day of June during the Term.

Ashworth/Nantz Promotion Agreement - -------------------

TERM OF RELATIONSHIP                                          1.   GRANT AND ACCEPTANCE.  The Company hereby retains Nantz Communications and      Nantz to provide the below described services (the Services) and Nantz      Communications and Nantz agree to provide the Services upon the terms and      conditions herein set forth.

2.   TERM.  Except as otherwise provided herein, this Agreement shall commence      effective June 1, 1998, and shall continue for a term of three (3) years      expiring May 31, 2001 (the Term).

SERVICES

Nantz Communications and Nantz shall furnish the following Services:

1.   ENDORSEMENT.  Subject to the terms and conditions hereof, Nantz      Communications grants to the Company the Endorsement throughout the world      during the Term in connection with the advertisement, promotion and sale by      the Company of Ashworth Products except in connection with Premium      Programs.

2.   ASHWORTH APPAREL AND PRODUCTS.  Subject to any restrictions, contractual or      otherwise, on Nantz Communications or Nantz (collectively, the      Restrictions), Nantz shall wear Ashworth Products, when possible and as      reasonably appropriate, while broadcasting all professional sports      tournaments and other professional sports outings, and during any      professional sports clinics or instructions given by Nantz Communications      or Nantz; provided that the Company has provided Nantz, at no charge, with      sufficient amounts of Ashworth Products in styles and sizes Nantz finds      suitable and appropriate for his use,  subject to the restriction under      Paragraph 4 of Section COMPENSATION AND CONSULTING FEES.

3.   LOGOS.  Except as otherwise provided herein, and subject to the      Restrictions, Nantz Communications agrees that such Products may      prominently bear the Company's logo and shall not bear any other logos.





4.   PHOTOGRAPHY, SPEAKING AND STORE APPEARANCES.  Nantz agrees to be available      for up to four photography sessions (2  in Southern California during the      week and 2 to be at Nantz's site locations or tournaments), two speaking      engagements, and three store appearances each Contract Year, at times and      places mutually convenient for Nantz and the Company but in no event at      times which adversely impact on the schedules of Nantz Communications or      Nantz.  Nantz Communications shall have the right to review and reject in      good faith the use of any advertising, promotion or other programs and      materials which include Nantz or his image.  No use shall be made of any      such programs or materials hereunder unless and until the same has been      approved by Nantz

Ashworth/Nantz Promotion Agreement - -------------------

Communications. The Company agrees that each photography session shall not      exceed one and one-half days and each speaking engagement and store      appearance shall not exceed one-half day. The Company further understands      that failure to utilize services of Nantz pursuant to this section shall      not result in any reduction in payments to Nantz Communications hereunder,      nor may the obligations to provide Services be carried forward from one      Contract Year to another Contract year. The obligations of Nantz      Communications and Nantz to provide the Services hereunder are subject to      the condition that payments to Nantz Communications are current and up to      date.

5.   NEW ACCOUNTS, CELEBRITIES.  Nantz agrees to assist Ashworth in locating      potential new accounts based on his professional contacts, assist Ashworth      in gaining access to celebrities and CBS executives which Ashworth could      provide clothes for special events and also assist in gaining access to      non-golf professionals who potentially would wear Ashworth clothes.

6.   SPECIAL EVENTS.  Nantz will assist Ashworth in creating, promoting and      participating in an event (i.e., golf tournament, cocktail reception, etc.)                                 ----                                                  to be associated with a major sporting event (i.e., PGA Championship,                                                    ----                         Masters, etc.).

7.   EMPLOYEE STATUS.  Nantz will be a full time Ashworth employee rather than       an independent contractor.

8.   BOARD OF DIRECTORS.  Nantz agrees to be nominated, elected to and serve on      the Board of Directors of Company in the capacity of voting director.

9.   OTHER OBLIGATIONS.  The Company acknowledges that Nantz Communications' and      Nantz's obligations to CBS or any other television station or network with      which Nantz Communications or Nantz has a contract or arrangement shall      take precedence over any other commitments of Nantz Communications or Nantz      under this Agreement.

INDEMNIFICATION

Neither Nantz Communications nor Nantz shall be liable for any obligations of the Company resulting directly or indirectly from the Endorsement of Ashworth Products.  The Company shall protect, indemnify and hold harmless each of Nantz Communications and Nantz against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with such Endorsement, in any advertising or promotional materials furnished by or on behalf of the Company, actions or omissions of the Company or any claim or action for personal injury, death or other cause of action involving alleged defects in Ashworth Products, including but not limited to indemnification of reasonable legal expenses incurred in defense of all such claims.  Further, Nantz Communications or Nantz shall have the

Ashworth/Nantz Promotion Agreement - -------------------

right to select legal counsel to represent it or him in the event of any such claims or legal proceedings, and the costs of such legal representation shall be paid by the Company.

INSURANCE

The Company agrees to provide and maintain, at its own expense, advertising and product liability insurance each with limits no less than $5,000,000 and within thirty (30) days from the date hereof, the Company will submit to Nantz Communications a fully paid policy or certificate of insurance naming Nantz Communications and Nantz as insured parties, requiring that the insurer shall not terminate or materially modify such without written notice to Nantz Communications at least twenty (20) days in advance thereof.

The Company further agrees to provide and maintain, at its own expense, a policy of Directors and Officers Insurance with limits no less than $25,000,000 and within thirty (30) days from the date hereof, the Company will submit to Nantz Communications a fully paid policy or certificate of insurance naming Nantz as an insured party, requiring that the insurer shall not terminate or materially modify such without written notice to Nantz Communications at least twenty (20) days in advance hereof.





COMPENSATION AND CONSULTING FEES

As full compensation for Services, the Company shall pay Nantz Communications the following fees:

10.  CONSULTING FEE.  The Company shall pay Nantz Communications an annual      consulting fee of $30,000, such fee to be paid in equal quarterly      installments of $7,500 on the 1st day of each June, September, December and      March of each Contract year.

11.  ADDITIONAL FEES.  If Nantz agrees to participate in more than three store      appearances in any given Contract Year, the Company shall pay Nantz      Communications an additional fee of $7,500 for such additional appearance      prior to or simultaneously with such appearances.

12.  REIMBURSEMENT OF EXPENSES.  The Company shall reimburse Nantz      Communications for expenses reasonably incurred by Nantz or Nantz      Communications in connection with the Services to the Company including,      but not limited to, first-class air fare, hotel accommodations, local      transportation and meals.  Nantz Communications shall furnish the Company      with an itemized statement from time to time, together with, whenever      possible, actual bills, receipts, and other evidence of expenditure.  Nantz      Communications shall be reimbursed within thirty (30) days after receipt by      the Company of such itemized statements and attachments.

Ashworth/Nantz Promotion Agreement - -------------------

As full compensation for Services, the Company shall provide and issue to Nantz the following:

13.  APPAREL.  The Company shall furnish Nantz, at no cost, with sufficient      Ashworth Products to be used by him in connection with the Services and for      the personal use of Nantz and his immediate family.  The cost of said      Product shall not exceed $12,000 (at wholesale) during any single Contract      Year.

14.  STOCK OPTIONS.  a) As consideration for the rights granted and the services      to be rendered hereunder, the Company hereby grants to Nantz options (the      Options), to purchase shares of the common stock of the Company par value      $.001 per share (the Share), which are exercisable as follows:

15.  The first Option to purchase 40,000 Shares upon payment of the aggregate      Option Share Price (as defined below) for the number of Shares so purchased      shall become exercisable on June 1, 1999, unless this Agreement is      terminated as provided herein prior to such date, in which case this Option      shall be canceled.  Once exercisable, this Option may be exercised in full      or in any number of partial exercises or in combination with the full or      partial exercise of any other Option for a period terminating upon the      earlier to occur of (A) the fifth anniversary of the initial exercisability      date or (B) the date of termination of this Agreement, as provided herein,      if this Agreement is terminated prior to May 30, 2001.

16.  The second Option to purchase up to an additional 40,000 shares upon      payment of the aggregate Option Share Price for the number of Shares so      purchased shall become exercisable on June 1, 2000, unless this Agreement      is terminated as provided herein prior to such date, in which case this      Option shall be canceled.  Once exercisable, this Option may be exercised      in full or in any number of partial exercises or in combination with the      full or partial exercise of any other Option for a period terminating upon      the earlier to occur of (A) the fifth anniversary of the initial      exercisability date or (B) the date of termination of this Agreement, as      provided herein, if this Agreement is terminated prior to May 30, 2001;

17.  The third Option to purchase up to an additional 40,000 shares upon payment      of the aggregate Option Share Price for the number of Shares so purchased      shall become exercisable on June 1, 2001, unless this Agreement is      terminated as provided herein prior to such date, in which case this Option      shall be canceled.  Once exercisable, this Option may be exercised in full      or in any number of partial exercises or in combination with the full or      partial exercise of any other Option for a period terminating upon the      earlier to occur of (A) the fifth anniversary of the initial exercisability      date or (B) the date of termination of this Agreement, as provided herein,      if this Agreement is terminated prior to May 30, 2001;

The Option Share Price shall initially be $6 per Share as approved by the Compensation Committee at its regular meeting held on December 15, 1998.

Ashworth/Nantz Promotion Agreement - -------------------

b)  The Options being granted hereunder are being granted under and subject to the terms and conditions of the Ashworth, Inc. Amended and Restated Incentive Stock Option Plan, dated November 1, 1996, (Amended Plan) and all Shares issued upon the exercise of any Option shall be registered under the Securities Act of 1933, as amended.

EXCLUSIVITY

During the Term, neither Nantz Communications nor Nantz shall enter into





any activity, employment, independent contract, or other business arrangement which conflicts with Nantz Communications' or Nantz's obligations under this Agreement or perform any service which reasonably appears to be an endorsement of the sportswear apparel, hats and shoes of a third party without the Company's prior written approval.  Nantz Communications and Nantz expressly agree that the Endorsement will not be granted to anyone other than the Company for use during the Term in connection with the advertisement and promotion of sportswear apparel, hats and shoes.  Notwithstanding the foregoing Nantz shall be permitted to wear a Lynx hat or clothing logo when performing promotional services for Lynx and to use Lynx equipment when performing any promotional services for the Company in which equipment will be used.

TERMINATION

This Agreement may be terminated by any party in the following circumstances:

18.  Upon mutual consent of the Company, on the one hand, and Nantz      Communications and Nantz, on the other hand;

19.  Nantz's Disability or death, in which event the Agreement shall terminate      on the May 1 following such Disability or death;

20.  Repeated misconduct of Nantz which subjects Nantz to continued public      ridicule causing a substantial loss of Nantz's positive public image;

21.  Nantz's conviction or plea of guilty or no contest to a felony involving      moral turpitude;

22.  A finding of insolvency or bankruptcy against the other party (which, in      the case of a desired termination by the Company, shall mean Nantz      Communications or Nantz); and

23.  Failure to comply with the terms and conditions of this Agreement after      being given notice thereof and, where applicable, a reasonable opportunity      to cure the failure (which shall be 10 days in the event of a failure to      timely make a payment pursuant hereto; 30 days otherwise).  In order to be      a sufficient notice hereunder, any such written notice shall specify in      detail each item of default, and shall specify in detail the action the      defaulting party is required to take in order to cure each item.

Ashworth/Nantz Promotion Agreement - -------------------

Notwithstanding the foregoing, upon the occurrence of repeated intentional failures to comply with the terms and conditions of this Agreement, which have been noticed in accordance with the terms hereof (regardless of whether such failures have been cured), the non-defaulting party may immediately terminate this Agreement upon written notice to the defaulting party without affording a further opportunity to cure.

Should Nantz Communications or Nantz disagree with the Company as to the existence of a condition affording the Company the right to so terminate this Agreement, Nantz Communications or Nantz shall, within thirty (30) days following the receipt of any such notice of termination, submit the matter to arbitration pursuant to the provisions of this Agreement.

The termination rights set forth in this section shall not constitute the exclusive remedy of the non-defaulting party hereunder, however, and if a default is made by either party hereunder, the other may resort to such other remedies as said party would have been entitled to if this section had been omitted from this Agreement.  Termination under the provisions of this section shall be without prejudice to any rights or claims which the terminating party may otherwise have against the defaulting party.

From and after the termination of the Term all of the rights of the Company to the use of the Endorsement shall cease absolutely and the Company shall not thereafter use or refer to the Endorsement in advertising or promotion in any manner whatsoever.  The Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name confusingly similar to or suggestive of the Endorsement following the termination of the Term.

ASSIGNMENT                                               This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Nantz Communications and Nantz acknowledge that the Services to be rendered by Nantz Communications and Nantz are unique and personal.  Accordingly, except as otherwise expressly provided below, neither Nantz Communications nor Nantz shall assign any of their respective rights or delegate any of their respective duties or obligations under this Agreement without the written consent of the Company.  Nothing herein shall prevent Nantz Communications from assigning the monetary benefits of this Agreement as it may so desire.  Further, inasmuch as it is recognized that Nantz Communications is the representative of Nantz, Nantz Communications may at any time assign this Agreement to Nantz and, in such event, Nantz Communications shall have no further obligation or liability in connection herewith and Nantz Communications' position vis-a'-vis the Company in connection herewith shall be in all respects the same as if Nantz Communications had signed this Agreement as agent rather than as a principal from the beginning.  The rights granted the Company hereunder shall be used only by it and shall not, without the prior written consent of Nantz Communications or Nantz, be transferred or assigned to





any other.  In the event of the merger or consolidation of the Company with any other entity, Nantz Communications shall have the right to terminate the Agreement by so notifying the Company in writing on or before sixty (60) days

Ashworth/Nantz Promotion Agreement - -------------------

after Nantz Communications has received notice of such merger or consolidation if and only if, by virtue of such merger or consolidation Nantz Communications or Nantz would be in default under or violating any provisions of any agreement to which he or it is subject entered into prior to June 1, 1994.

ARBITRATION                                               Unless otherwise mutually agreed to in writing by the Company, Nantz Communications and Nantz, any controversy or claim arising out of or related to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association or any successor.  Each of the Company, on the one hand, and Nantz Communications and Nantz, on the other hand, shall select one arbitrator and the two so selected shall select a third.  Failing the selection of an arbitrator by either party or by the two so selected, the claim or controversy shall be settled by the American Arbitration Association upon the application of either party.  Judgment upon any award of a majority of the arbitrators filed in a court of competent jurisdiction shall be binding.

MISCELLANEOUS                                          24.  NOTICES.  Any and all notices required pursuant to this Agreement shall be      deemed given if in writing and delivered in person, sent by certified or      registered mail, return receipt requested, or set by telefax at or to the      addresses and telefax numbers set forth below or such other addresses and      telefax numbers as the parties may direct by notice given as herein      provided:

Ashworth, Inc.

Attention: President and Chief Executive Officer                 2791 Loker Avenue West                 Carlsbad, California 92008                 Telephone:  (619) 438-6610                 Telefax:    (619) 438-9107                   James W. Nantz III                 Nantz Communications, Inc.                 c/o International Merchandising Corporation                 22 East 71st Street                 New York, New York 10021                 Attention:  Barry Frank                 Telephone:  (212) 774-8900                 Telefax:    (212) 772-2617

Ashworth/Nantz Promotion Agreement - -------------------

25.  GOVERNING LAW.  This Agreement and its formation, operation and performance      shall be governed, construed, performed, and enforced in accordance with      the laws of the State of California.

26.  JURISDICTION AND VENUE.  For the purposes of any dispute arising hereunder,      jurisdiction and venue shall lie in the appropriate court in California.

27.  ATTORNEY FEES AND EXPENSES.  In any legal action or alternative dispute      resolution instituted to interpret or enforce the terms and/or conditions      of this Agreement, the prevailing party shall be entitled to recover      reasonable attorney fees and expenses.

28.  WAIVER.  A waiver by either party of any provision of this Agreement shall      not be deemed a waiver of any other portion of this Agreement.  Failure to      require performance of any provision of this Agreement shall not be deemed      a continuing waiver of that provision or any other provision of this      Agreement.

29.  SEVERABILITY.  In the event that any provision or any portion of any      provision of this Agreement shall be held invalid, illegal or      unenforceable, the remainder of this Agreement shall remain valid,      enforceable, the remainder of this Agreement shall remain valid,      enforceable, and in effect.

30.  CAPTION REFERENCES.  All items headings and captions are for reference      purposes only and do not in any way modify or limit the provisions set      forth thereunder.

31.  ENTIRE AGREEMENT.  This Agreement contains the entire understandings and      agreement of the parties and supersedes any prior understandings and/or      agreement of the parties.  This Agreement may not be modified or amended      without the written consent of all parties hereto.





[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Ashworth/Nantz Promotion Agreement - -------------------

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date indicated below, effective the date first above mentioned.

THE COMPANY:

ASHWORTH, INC.                                 a Delaware corporation

Date:  December 16, 1998        By: /s/ RANDALL L. HERRAL, SR.                                     ------------------------------                                     Randall L. Herrel, Sr.                                     President & Chief Executive Officer

NANTZ COMMUNICATIONS, INC.

Date:  December 16, 1998        By: /s/ JAMES W. NANTZ III                                     --------------------------                                     James W. Nantz III                                     President

Date:  December 16, 1998            /s/ JAMES W. NANTZ III                                     --------------------------                                     James W. Nantz III 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
[A]: 8677


[Q]: SeattleSoftwareDevelopers

SOFTWARE DEVELOPMENT AGREEMENT

PELICAN DELIVERS iOS APPLICATION  ENHANCEMENTS & WEB APPLICATION  DEVELOPMENT PHASE 1 4 102nd Ave NE Suite 300 Bellevue, WA 98004 (425) 256-2815 julian@seattlesoftwaredevelopers.com www .seattlesoftwaredeveIopers.com

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STATEMENT OF WORK - APPENDIX A This Statement of Work is issued to and made part of that Software Development Agreement executed by and between Developer and Client on the Effective Date (the Agreement). Any word or phrase not otherwise defined in this Appendix will have the meaning ascribed in the Agreement.

1. Project Overview The purpose of this project is to develop additional features for the Pelican Delivers software. This includes POS integration, Google Maps API, payment processing features, ID verification, reporting, driver app improvement and workflow, and a front facing web application for customers to find, order, and receive products via deliver or pickup.

2. Specifications Number of applications included in Phase 1:1 Tech Stack: iOS (Objective - C or Swift), PhP, MySQL, AWS Hosting, jQuery, and JavaScript language: English Design: Custom to client

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3. Delivery Schedule Based on the current requirements and this SOW, Seattle Software Developers estimates that this project will take around six [4] months of development, testing, and deployment. This estimate may change depending on unforeseen circumstances or requirements. We estimate that the website (Customer Portal) will take 3 months to complete because this will be the priority.

4. Fee Payment Schedule Fees: The Fees for the Project shall be $279,000.00 Payment Schedule: Client shall pay Developer: 20% Deposit ($55,800.00) to be paid at the start of the project. 20% ($55,800.00) to be paid upon completion of Milestone #1. 20% ($55,800.00) to be paid upon completion of Milestone #2. 20% ($55,800.00) to be paid upon completion of Milestone #3. 20% ($55,800.00) to be paid upon completion of Milestone #4.

*Milestone Delivery Schedule for Phase 1

Milestone #1 -January 1st, 2019 Milestone #2- February 1st, 2019. Milestone #3 - March 1st, 2019. Milestone #4 - April 1st, 2019.

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5. Statement of Work Website (Customer Portal) Users will be able to go to the Pelican Delivers front-end website and easily search, browse, and order cannabis. Before a user can gain access to the website, they must first verify their birthday (users must be 21 and over to even view the website). · Header o There will be a header with a few basic informal menu items such as Home, How It Works, Features, etc. o To the very right there will be a Login/ Signup button and My Cart · Login / Signup o This will prompt the user to either Login or Signup for a new account o Login will ask the user for their email ID and password § If users have forgotten their password, they can click the Forgot Password link which will provide them with a recovery email · New users can select Sign-up and go through the quick and easy sign-up process. The application will ask for the user's: § Email § Password / Confirm Password § First Name § Last Name § Phone Number § Birthday · Profile o After the user logs in they can view their profile which will allow them to: § Edit their profile information § Add and verify their ID § Add delivery addresses § Select current delivery address o Users shall also be able to add their payment information § This is where the application will use Daily Pay and link to the customers bank · My Orders o Users can view their open orders, processing orders, in progress orders, and delivered § Open order - Customer has clicked checkout but has not paid, app is searching for drivers to fulfill the order.

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§ Processing order - A driver has accepted the delivery request and the dispensary has been alerted to prepare the products for pickup. Payment has been successfully submitted by the customer. § In progress order -The driver has purchased the product from the vendor and is now on the way to delivering the product to the customer. § Delivered order -The driver has delivered the product to the customer and the customer has confirmed receipt of the order. o Users can also access their history and re-order the same products from a dispensary. This feature clears their current cart and populates it with the products from the previous order. · Search o The search bar will be powered by Google Maps o Search results will vary depending on the user's current delivery address in their profile or they can search another address in the search field o Results can be viewed in either a Map View or a List View o The only dispensaries that will be displayed are ones that can delivery to that address and are open. Closed stores will be displayed at the bottom of the screen and be grayed out o Results will have the dispensaries logo, name, address, phone number, and open hours · Selecting Dispensary o When users select a dispensary, they'll be able to search for products, navigate through categories, view products details (farm, THC, CBD, etc.), and change the size of the item o To order a user can hover over the item and click Add to Cart o Once a product has been added to cart, the My Cart in the header will update o By going to My Cart users can check-out and pay · Payment o Users will pay by linking their bank accounts via Evergreen Gateway o Account information will be stored and used for future orders o Once payment is confirmed users may proceed to completing their order · Age / ID Verification o After payment is confirmed users must upload their government issued ID and a selfie o Trulioo will verify if the issued ID is valid and if the selfie matches the ID o Once verification is completed the user will be able to complete the order · Check out o If customer ID has been verified and the customer's cart is confirmed, the application will search for nearby drivers. § If a driver is found, the driver can either accept of decline the order · Drivers will be notified one at a time (queue system), with the river closest to the dispensary being notified first, then the next driver, etc. · Each driver will have a set amount of time (e.g. 10 seconds) to accept or reject the order, or the order will automatically be rejected by time and the lack of response will be recorded for future reference/internal driver ranking in the future. § If the driver accepts, the dispensary will be notified of the order § If the driver declines, the application will look for another drive

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o If no drivers are found, users will not be charged and will have the option to pick up the order in-store or browse for a new dispensary o If an order is accepted the dispensary will begin preparing the product for the driver to pick up o Customers will receive updates on the status of their order via SMS, email, or website Dispensary Portal Before dispensaries can access their account, they must provide the owners first and last n me, email, phone number, OBA, License Number, and upload a picture of their license. This process can be submitted manually or through an online form. Once Pelican verifies all their information, Pelican administrators can authorize the dispensaries account and the dispensary will be given credentials to access the dispensary portal. The application will have a database of business and license information provided by Pelican to help automate the verification process, however Pelican administrators must still manually authorize new dispensaries. · POS System o The application will tie into the dispensaries POS system and pull the inventory, product details, price, and quantity o The application will pull data from the POS system once every 1-2 hours o If a product is low, it will not be displayed on the front-end website or mobile apps § The low quantity can be defined by the dispensary § Ability for dispensary owner to input Username and Password for PO system connection using the Greenbits login to authenticate and connect. · Notifications o The application will notify dispensaries when an order comes through via § Email § Portal Notification § New orders will be listed at the top of the list · Orders o Dispensaries will be able to view the status of an order. New orders will be at the top of the list. The order will either be for pickup or delivery. § If the order is for pick up the dispensary just needs to prepare the order and wait for the customer to arrive § If the order is for delivery the dispensary will prepare the order and view the driver associated to that order § Once the driver comes in to pay and pick-up the order the dispensary ill verify the driver by matching the order ID and having the driver release funds for the purchase § After funds have been released the status of the order will be automatically updated and the dispensary the driver will begin delivering the product to the customer

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o Dispensaries can run basic reports on orders § Products § Dates § Product / Product Details § Quantity § Product Size § Delivery Address I City § Revenue · Products o Products will be populated by pulling inventory from POS system § Script will run every 1-2 hours to update the inventory o Have the ability to associate multiple images to products Admin Portal · Verifications o Admins will manually verify new dispensaries that sign-up by reviewing their uploaded documents § Once verified they can select Approved and that will grant the dispensary access to the portal · If accepted, it will send an automated email to the dispensary notifying them § Admins can decline the application. · If declined it will send an automated email to the dispensary notifying them o Driver ID and License verification § Driver applications displayed here with uploaded licenses · Drivers will have to fill out and upload a 1099 or w-9 tax document. · Once all documents are verified a green check mark next to background check will appear · Reports Reports will be very basic for phase 1. Seattle Software Developers will try their best to complete the following features in Phase 1 but will not be penalized if they are pushed to Phase 2. o Dispensary orders by history/volume over custom time periods o Order Details broken down by dispensary o Driver transaction history · User management o User creation/management for dispensaries, drivers and customers, including viewing basic profile information and password resets. o Ability to add funds to driver, dispensaries and customers to their Pelican accounts.

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Back-end Development · Evergreen Gateway o Customer payments go into Evergreen Gateway o Payments are distributed from Evergreen Gateway via Daily Pay to drivers and dispensaries · Daily Pay o Customer orders the product and pays Pelican through Evergreen Gateway. o Payment is held in Pelican's escrow account in Evergreen Gateway. o Order goes into a pending / processing status. o When the driver goes to pick up the product, he/she brings up the order and hits release funds in the phone after verifying the order. o The money goes to the dispensaries Daily Pay account, and they can withdraw from the Evergreen Gateway accounts through the daily pay application / APL o When the driver delivers the order and customer acknowledges order received, then the driver and Pelican get paid. o Stores and Drivers will both have Daily Pay accounts tied to their bank accounts. o Driver will scan the customers ID using the Trulioo API right before they handle the delivery to the customer. After this last ID check, the transaction will be completed. · Trulioo o Will be used to verify government issued IDs o Compare and match users ID with selfie's o Make sure users are of age · Twilio o Will be used for client to customer communication during an order · Payouts, Subscription fees, flat fees, commissions fees § Commission fees - 25% commission on delivery orders. Admin will have the ability to change the % or fee based on dispensary § Flat fees - $1 in store pickup orders through the app or website § Subscription Fee - $500 a month subscription per store · Top sponsors will pay $750 instead of $500 § Withdrawing Fee - $1 fee added to the existing daily pay fees § Delivery fee - 20% of delivery fee will go to Pelican. 80% will go to driver · Integrating with Dispensaries POS system o Dispensaries menu should be searchable for web. o Spider / crawling SEO o Only working on integrating with Greenbits for phase 1 · State Module - Creating state rules o Legal age to purchase o State is recreational or medical or both o Purchase limits - how much product can a customer purchase at a time

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o If Medical Marijuana State - we will need an upload feature for customers to upload their medical marijuana recommendation (no medical orders will be allowed in phase 1) · Dispensary Sign Up o When new retail shops sign up, they will have a list of available zip codes o Only one dispensary per zip code will be allowed o Once a zip code is claimed it will not be available until that dispensary stops he monthly fee or gets removed from the system Driver Companion App (iOS) The driver companion app will be available on the iOS platform for Phase 1 but will eventually be made available on Android. The companion app will allow drivers to signup, become authenticate and authorized by Pelican, create/link their payment accounts, view orders, choose to confirm orders, navigate to dispensaries/customers, and view order histories. Ability to Start and End shift. Makes driver active or inactive. · Login / Signup o This will prompt the driver to either Login or Signup for a new account o Login will ask the drivers for their email ID and password § If drivers have forgotten their password, they can click the Forgot Password link which will provide them with a recovery email o New drivers can select Sign-up and go through the quick and easy sign-up process. The application will ask for the user's: § Email § Password / Confirm Password § First Name § Last Name § Phone Number § Birthday § Driver's License § Car License Plate # § Car Make/Model and photo § Driver Photo § Upload car insurance paperwork · Profile o After the driver logs in they can view their profile which will allow them to: § Edit their profile information § Change Password § Submit vehicle change information § Set Delivery Radius (open orders within this radius will be shown to the driver) § Drivers can also add their bank account information and withdraw Daily Pay funds

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· Delivery Info o Drivers can view Open Orders within their radius and select them for deliver § Time estimates will come based on Google API § Once a driver has selected an Open Order and the customer has completed the purchase, the Order changes to Processing Order and allows the Driver to navigate to the Dispensary. § After arriving at the dispensary, driver can press Order Pickup, which signals the driver has purchased the product from the dispensary. § Driver can then navigate to the customer for product delivery, customer can view driver's eta based on their location and Google navigation results. § If the driver has any issues with product pickup or delivery, they can contact the customer via SMS (using Twilio API) § Upon arrival at customer location, driver must verify customer identity by taking a picture of/scanning the customer's ID. Once the customer's ID is verified and the product is delivered, the customer must confirm receipt of the product for the order to be considered complete. · Delivery History o Drivers will be able to view their previous deliveries

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7. Acknowledgement by Client Client agrees to the terms of the Statement of work Appendix A hereto attached and acknowledges receipt of a copy of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. Acceptance by Developer SEATTLE SOFTWARE DEVELOPERS, Inc. By: /s/ Julian Valentine Julian Valentine, VP

Acceptance by Client: PELICAN DELIVERS INC. By: /s/ Dave Comeau Dave Comeau, Shareholder

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Question: Highlight the parts (if any) of this contract related to Parties that should be reviewed by a lawyer. Details: The two or more parties who signed the contract
[A]:
16472