This agreement is made by and between Strong Agronomy Management Inc. (“SA INC.”) DBA Coastal Star and the (“RECIPIENT”). All parties guarantee that they are state licensed / registered entities operating in compliance with CA Proposition 64. SA INC. asks that the RECIPIENT agree to the following before the RECIPIENT receives plant or other materials (“MATERIAL”) requested from SA INC.

Application and Entire Agreement:

1. These terms and conditions will apply to the purchase of MATERIAL detailed in the Sales Order attached hereto and incorporated herein by reference by the RECIPIENT from Strong Agronomy Management INC (SA INC) a California corporation with its principal place of business at 1310 Green Valley Road, Watsonville, CA 95076

2. These Terms and Conditions will be deemed to have been accepted when RECIPIENT completes one of the following steps: (1) accepts the Sales Order, (2) pays any applicable Deposit, or (3) from the date of any delivery of the Plants (whichever happens earlier) and will constitute the entire agreement between RECIPIENT and SA INC.

3. These Terms and Conditions and the Sales Order (together, the Contract) apply to the purchase and sale of any MATERIAL between RECIPIENT and SA INC, to the exclusion of any other terms imposed or incorporated, or which are implied by trade, custom, practice or course of dealing.

4. These Terms and Conditions shall supersede any prior Terms and Conditions between RECIPIENT and SA INC.

MATERIAL:

1. MATERIAL in this agreement includes, but is not limited to plants, seeds, and growing supplies. MATERIAL may include any items listed in a sales order or invoice.

2. All information relating to varieties, varietal characteristics or periods of maturity and all descriptions and illustrations contained in the SA INC. catalog, price list, and advertisements or otherwise communicated to the RECIPIENT are intended to present merely a general idea of the MATERIAL described and shall not form part of the agreement or constitute a representation.

Price and Payment:

1. The price (Price) of MATERIAL is set out in the Sales Order, current at the date of your order or such other price as agreed upon in writing.

2. If the cost of the MATERIAL to SA INC increases due to any factor beyond our control including, but not limited to, material costs, labor costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.

3. Any increase in the Price under the clause above will only take place after SA INC has informed and confirmed in writing with RECIPIENT.

4. If discounts are applicable, any and all discounts will be at our discretion.

5. The Price is exclusive of fees for packaging and transportation/delivery.

6. All payments must be made in US Dollars unless otherwise agreed in writing between SA INC and RECIPIENT.

7. RECIPIENT is required to provide payment in full on or before delivery (COD) of MATERIAL. Payment terms that are not COD need to be approved by the sales manager and will be specifically articulated on the sales order.

8. If RECIPIENT does not pay within the period set out in the Terms and Conditions, SA INC will suspend any further deliveries to RECIPIENT and without limiting any other rights or remedies for statutory interest, charge RECIPIENT interest at the rate of 1.5% per month, which shall be compounded monthly.

Order Confirmation and Fulfillment:

1. RECIPIENT will receive a sales order by email from an SA INC sales representative.

2. Unless otherwise agreed upon in writing, RECIPIENT must pay a deposit (Deposit) of 50% of the amount set forth in the Sales Order to secure the order. The Deposit shall be due upon a date decided between SA INC and RECIPIENT (Deposit Due Date). If any applicable Deposit is not fully paid on or before the Deposit Due Date, SA INC. reserves the right to cancel the Sales Order without notice to RECIPIENT.

a. Exceptions can be made to the Deposit Due Date with written confirmation by the SA INC sales representative to the RECIPIENT.

3. SA INC will provide RECIPIENT with a Quality Assurance “QA” sheet by email.

RECIPIENT must review the QA sheet and respond to confirm the order.

4. RECIPIENT reserves the right to reject or cancel an order due to dissatisfaction with results posted on the QA Sheet and will receive a full refund.

5. SA INC understands that some losses may occur during shipment and transplanting. SA INC. will replace up to 2% of any such losses.

Cancellation and Alteration:

1. The order may be changed or cancelled by SA INC subject to availability and quality of MATERIAL.

2. Requests by RECIPIENT to make alterations after the sales order has been confirmed and deposit collected are at the discretion of SA INC to accept or reject the alteration(s).

3. RECIPIENT does reserve the right to alter, or cancel an order based on the QA Sheet pertaining to pest and disease up to 72 hours prior to delivery.

4. If an order is rejected upon delivery after confirmation of QA sheet, SA INC will keep the agreed upon delivery fee and return the remaining deposit.

5. Any changes or cancellation made by RECIPIENT must be made in writing at least 72 hours ahead of scheduled shipment date and time. After this cutoff, SA INC may charge a restocking or cancellation fee of up to 50% of the total sales order price.

6. SA INC. → SEE COMMENTS

Delivery and Inspection of MATERIAL:

1. SA INC will arrange for the delivery of MATERIAL on the date and address specified in the Sales Order. RECIPIENT reserves the right to arrange their own logistics to pick up MATERIAL from SA INC but must follow guidelines and scheduling set by SA INC.

2. If RECIPIENT does not take delivery of MATERIAL, SA INC may, at its discretion and without prejudice to any other rights:

a. Store or arrange for the storage of MATERIAL and will charge RECIPIENT for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and/or

b. Make arrangements for the re delivery of MATERIAL and will charge RECIPIENT for the costs of such re delivery; and/or

c. After 10 business days, resell or otherwise dispose of part or all of MATERIAL 3.

3. SA INC. will attempt to deliver MATERIAL on the date indicated on the Sales Order or on any other date agreed upon. However, delivery may be delayed for circumstances including but not limited to, flood, drought, fire, frost, hail, roadway problems, contamination, and inventory errors.

4. Any dates quoted for delivery are approximate only.. SA INC. will not be liable for any delay in delivery of MATERIAL that is caused by a circumstance listed above or RECIPIENTS failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of MATERIAL.

5. SA INC can deliver MATERIAL by installments, which will be invoiced and paid for separately. Each installment is a separate contract. Any delay in delivery or defect in an installment will not entitle you to cancel any other installment.

6. The MATERIAL transferred reflects what has been disclosed prior to sales order confirmation and is agreed upon in regards to the QA sheet.

7. RECIPIENT must assign a qualified person to inspect MATERIAL upon arrival with authorization to accept or reject the transfer of MATERIAL. RECIPIENT reserves the right to reject or accept the MATERIAL based on the RECIPIENT’S own inspection and information conveyed in the QA Sheet prior to order at the time of delivery.

8. Upon delivery the RECIPIENT will sign a shipping manifest acknowledging that MATERIAL is received in good condition. 24 hours after the shipping manifest is signed, RECIPIENT assumes all liability for damages that may arise from use, storage, or disposal of MATERIAL.

a. For any disputes regarding the quality of MATERIAL, specifically pertaining to the presence of pest or disease, RECIPIENT agrees to allow SA INC. to contract Trical Diagnostics as a third party to verify quality of MATERIAL.

i. Trical Diagnostics is located at 8770 Highway 25, Hollister, CA 95023 Subject to your compliance with this agreement, you may return MATERIAL and we will, as appropriate, replace, or refund MATERIAL or part of them.

9. Subject to your compliance with this agreement, you may return MATERIAL and we will, as appropriate, replace, or refund MATERIAL or part of them.

RISK AND TITLE:

1. The risk in the MATERIAL will pass on to RECIPIENT upon shipment to, or pickup by RECIPIENT.

2. Title to MATERIAL will not pass to RECIPIENT until SA INC has received payment in full (in cash or cleared funds)

3. Until title to MATERIAL has passed to RECIPIENT, the RECIPIENT must:

a. Hold MATERIAL on a fiduciary basis as our bailee; and/or

b. Store MATERIAL separately and not remove, deface or obscure any identifying mark or packaging on or relating to MATERIAL; and/or

c. Keep MATERIAL in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

d. As long as the Plants have not been resold, or irreversibly incorporated into another product, SA INC. can at any time ask you to deliver back the MATERIAL

4. SA INC. will not be liable to RECIPIENT for any loss, claim, or demand made by the RECIPIENT, or made against the RECIPIENT by any other party due to or arising from the use, storage, or disposal of the MATERIAL. The RECIPIENT agrees to indemnify, hold harmless, and defend SA INC. against any claims, costs, or other liabilities that may arise as a result of RECIPIENT’s use, storage, or disposal of MATERIAL.

5. RECIPIENT agrees to indemnify SA INC. for reasonable attorney fees and costs of litigation based on or arising from RECIPIENT’s misuse of MATERIAL according to the said terms.

6. MATERIAL will perform differently in different growing environments and therefore no warranty can be given as to the nature, size, or appearance of any plants grown from the MATERIAL. RECIPIENT shall be solely responsible for determining whether or not the anticipated growing conditions are suitable for the MATERIAL and any advice given by SA INC. in this respect shall be given without liability to SA INC. and shall not be deemed to be a representation.

MAX AMT FOR ANY DISPUTES NOT TO EXCEED THE TOTAL SALES ORDER VALUE.