Purchase Agreement: Fresh Cut Herbs & Basil, dated as of January 1, 2024, by and between the Company and Meijer Distribution, Inc

(a)

Pricing. Company agrees to provide Meijer with all Goods ordered from time to time. The pricing set forth in Exhibit A is the baseline pricing as of the Effective Date and includes costs of shipping and delivery by Company to the applicable Meijer distribution facility. The parties shall review pricing together 60 days prior to the commencement of each year of the Agreement and adjust the price of each item up or down by an amount not to exceed the upward or downward change in the relevant Consumer Price Index since the later of the Effective Date or the last price change, effective as of January of such commencing year. Once pricing has been established at the commencement of each year, it shall remain fixed for the remainder of that year.

A price decrease will go into effect immediately, while a price increase will go into effect 60 days after new pricing has been mutually agreed upon by the parties.

(b)

Fill Rate. Fill rate average (shipper units and Open Stock units in aggregate) shall be at or above [**]%, for both (1) fiscal periods P11 and P12 combined and (2) on an annualized basis, and QA rejections shall not to exceed [**]% annually.  “Fill rate” means that proportion, on an annualized basis, of Goods ordered by Meijer that are fulfilled by Company’s delivery of conforming Goods to the applicable distribution facility.  “QA rejections” means that proportion, on an annualized basis, of Goods delivered by the Company that do not meet Meijer’s quality standards when received at the applicable distribution facility (also known in Meijer’s industry as “shrink”).

(c)

Payment Terms. Meijer agrees to pay for all Goods at the terms of Net [**] (or better, if mutually agreed in writing between Meijer and Company), based on Company’s invoice date.

(d)

Force Majeure. No party to this Agreement shall be required to perform or be liable for failure to perform to the extent that nonperformance is caused by circumstances reasonably beyond the control of the party so affected, including strikes, work stoppages or labor demands or difficulties, labor shortages or inability to procure labor, inability to obtain equipment or materials or supplies, inability to obtain transportation, war, hostilities or national emergency, acts of God, unforeseeable mechanical breakdown, or power failure (“Force Majeure Event”). In the event of the happening of such cause, the party so affected shall give prompt written notice to the other party, stating the period of time the same is expected to continue and shall take all reasonable measures to ensure that the effects of such cause of force majeure are kept as minimal as possible. The party claiming a Force Majeure Event shall substantiate the same by third-party audit at its own expense.

(a)

For Convenience. Meijer, in its sole discretion, may terminate this Agreement at any time for business convenience, without cause, by providing at least 60 days’ prior written notice to Company. The Company may immediately terminate this Agreement, without obligation to provide transition assistance, if the parties fail to agree to a price increase pursuant to Section 2(a) above.

(b)

For Cause with Right to Cure. Either party may terminate this Agreement at any time as a result of the other party's breach of any material provision of the MTCs or this Agreement, including Meijer’s determination that the Company has failed to provide Goods meeting Meijer’s reasonable quality standards at the rate set forth in Section 2(c) above, by sending such party written notice of termination describing the breach. If the breach is not cured within 15 days after receipt of the written notice, the Agreement will then terminate. This subsection does not prevent either party from seeking injunctive relief, including specific performance, against the other from any judicial authority prior to the expiration of the cure period.

(c)

For Cause with No Right to Cure. Either party may immediately terminate this Agreement, upon prior written notice to the other party if: (a) the other party ceases to function as a going concern; or (b) a receiver for either party is appointed or applied for; or (c) a petition under any bankruptcy or insolvency Laws or any state receivership Law is filed by or against either party; or (d) either party makes an assignment for the benefit of creditors; or Company fails to provide Meijer with Goods that meet Meijer’s quality standards, in Meijer’s sole discretion.