This SUPPLY AGREEMENT (including all schedules attached hereto, this “Agreement”) shall be incorporated into and shall govern the requisition, purchase, and order of Goods (as defined below) by Athletic Greens International, Inc., a corporation organized in the Cayman Islands with an address of Elgin Court, Elgin Avenue, P.O. Box 448, George Town, Grand Cayman, KY1-1106 Cayman Islands (“AG1”), and the seller or vendor of such Goods (“Supplier”), as more specifically described on an Order or Contract (as defined below). AG1 and the Supplier are referred to collectively herein as the “Parties.” All references to AG1 shall include its Representatives (as defined below), as applicable herein.

WHEREAS, AG1 desires that Supplier supply AG1 or Representative, as applicable, with goods, ingredients, product, material, apparel and other items used for or in connection with manufacturing processes including those set forth in the Purchase Orders and/or the Specifications as more specifically described on an Order, Contract or Statement of Work, as defined below (the “Goods”), to be provided or supplied by Supplier for use in/with AG1 dietary supplement products (“Products”);

NOW THEREFORE, in consideration of the mutual covenants set forth in this Agreement and intending to be legally bound hereby, Supplier and AG1 hereby agree as follows:

Other terms may be defined throughout the Agreement.

1.1 “Affiliate” means, with respect to either Party or any person, any other person that controls, is controlled by, or is under common control, with such Party or person.

1.2 “Contract” or “Statement of Work” means any separate agreement between the parties of additional commercial terms for the delivery of Goods beyond what is included herein. The terms “Contract” and “Statement of Work” shall be interchangeable in this Agreement. All Contracts must be signed by an authorized representative of both parties in order to be a valid and legally binding contract.

1.3 “Goods” shall be as defined in the Preamble above.

1.4 “Law(s)” shall be defined as the federal, state or local law, regulation, ordinance, administrative order or rule of the United States (including, but not limited to those rules and regulations of the Federal Trade Commission, the U.S. Postal Service, the Consumer Product Safety commission and the Federal Communications Commission) or any other country in which Goods are produced or delivered.

1.5 “Loaned Supplies” means any and all goods or items provided by AG1 or at AG1’s expense to Supplier for the purpose of facilitating Supplier’s manufacture or production of Goods.

1.6 “Products” shall be as defined in the Preamble above.

1.7 “Representatives” means, with respect to either Party, the officers, directors, employees, contractors, subcontractors, agents, co-manufacturers, professionals, or other representatives of such Party or such Party’s Affiliates.

1.8 “Specifications” means those specific specifications and technical requirements for Goods as described in Contract.

Supplier will supply, in strict accordance with certain Specifications provided by AG1 or its Representative in the applicable Purchase Order and this Agreement, and will sell and deliver to AG1 or its Representative, all Goods which AG1 or Representative order from time to time from Supplier.

2.1 Supplier shall supply Goods in accordance with AG1’s Code of Business Conduct at all times during the Term of this Agreement. Supplier commits to read and adopt AG1’s Code of Business Conduct as its own.

2.2 AG1 or its Representative may order Goods from Supplier through the delivery, via e-mail or other method as agreed from time to time by the Parties, of a written request (an “Order”) for Goods that may specify the following:(a) any deadline or date by which an Order must be completed by Supplier and delivered to AG1; (b) the location for delivery of such Order; (c) the specifications and description of the Goods ordered; (d) the quantity of the Goods Ordered; (e) the proposed price per unit and total price for the Goods; and/or (f) such other terms as AG1 may request or propose. The terms "Order" and "Purchase Order" shall be interchangeable in this Agreement or any Contract.

2.3 Provision and Title of Loaned Supplies. As may be more fully described in an Order or Contract, from time to time AG1 may provide Supplier with possession of Loaned Supplies. Title in and to all Loaned Supplies shall, at all times, be vested in and held by AG1 and Supplier shall be deemed a bailee for such Loaned Supplies. Supplier shall segregate the Loaned Supplies from any of its property or the property of any third party, and shall ensure that the Loaned Supplies are at all times labeled and otherwise marked with conspicuous indications that the Loaned Supplies are “property of AG1” or similar verbiage.

2.4 Risk of Loss; Title; Insurance. Notwithstanding AG1’s exclusive ownership and title to the Loaned Supplies, Supplier shall be solely and exclusively responsible for the risk of damage or loss to any portion thereof. Upon completion of an Order or Contract, Supplier shall account for all Loaned Supplies provided to Supplier in connection with such Order or Contract, and shall reimburse AG1 for any Loaned Supplies that cannot be located or accounted for. In addition to the foregoing, upon the earlier of (i) written demand by AG1, or (ii) termination of this Agreement, Supplier shall immediately deliver to AG1 any and all Loaned Supplies in Supplier’s possession or control, and account for any Loaned Supplies not so delivered. Title and any risk of loss for any Goods shall remain with Supplier until delivery according to the terms of an Order and/or Contract. Unless specifically stated otherwise in an Order or Contract, Supplier shall be solely and exclusively responsible for any costs to transport or transmit Goods to AG1.

3.1 Term. This Agreement shall become effective upon the date of last signature of a Contract or SOW and will continue in force for the duration of any Contract or SOW (the “Term”) and shall remain binding and in effect until terminated pursuant to a Contract or Statement of Work.

4.1 AG1 Requested Changes. AG1 may make commercially reasonable amendments to any Specifications at any time, and Supplier will implement such changes in accordance with the instructions received from AG1 as soon as reasonably practicable. Supplier must provide AG1, within fifteen (15) days, notice of any changes in service levels or impacts to the obligations within this Agreement resulting from such Specification changes. The Parties will negotiate in good faith the proposed changes and service level expectations prior to the effectiveness of the proposed amendment.

4.2 Supplier Changes. Supplier will not make any change to the Specifications or the supply of any Goods without AG1’s prior written consent, which shall not be unreasonably withheld. Supplier will bear any costs incurred in making such change. In addition, to the extent that such change affects Goods not yet delivered to AG1 or its Representative, such Goods will be considered to be non-conforming Goods, and AG1or its Representative will be entitled to replacement Goods within thirty (30) days.

5.1 Storage and Handling. Supplier will store, hold, and handle the Goods, including safety stock, in accordance with applicable Law and any Specifications, and in a manner and condition to prevent their mix-up, contamination, tampering, degradation, adulteration, or decomposition, including from exposure to excessive temperatures or moisture.

5.2 Shipping. Supplier will package and load the Goods for shipment properly and according to applicable Law and the Specifications, and using agreed upon shipping methods designed to prevent damage or deterioration of the Goods and will provide all necessary shipping documentation.

5.3 Testing. Supplier shall test all lots of Goods in conformance with the agreed-upon Specifications and procedures to ensure the absence of contamination with filth, microorganisms or other extraneous substances to prevent adulteration of the finished products. Supplier and AG1 shall agree in writing on the appropriate sampling collection techniques and test methods, and sampling and testing frequency which shall be set forth in the Specifications or agreed upon in writing by the Parties. Goods shall be tested for identity and compliance with applicable Specifications (e.g., physical and chemical properties), microbial contamination, and hazards or other chemical contamination. To the extent Supplier shall conduct such testing on site, it shall implement good laboratory practices, including validated methods, trained analysis, and calibrated and verified equipment. To the extent Supplier outsources testing, it shall have a process in place to select the laboratory to ensure that the results are appropriate, reliable, and reproducible. To the extent a third party will conduct testing, Supplier will promptly on production of the Goods provide a representative sample from each lot of Goods to AG1 or its designated Representative, who is responsible for engaging a third-party laboratory or testing company to conduct agreed upon testing, including without limitation pathogen and contaminant testing.

5.4 Submission and Acceptance of Purchase Orders. The Order will be governed by the terms and conditions of this Agreement and any specifically negotiated Contract. No other terms and conditions will govern an Order. Supplier may agree to the Order by responding to the Order with written affirmation of acceptance of the proposed terms stated therein (an “Acceptance”), it being understood and agreed that e-mail shall constitute a writing for purposes of an Acceptance if the Order was submitted via e-mail. Performance by Supplier under the Order without submission of an Acceptance shall not be effective and shall not create a binding agreement between the Parties with respect to such Order. An Order submitted by AG1 to Supplier may be cancelled by AG1 at any time prior to AG1’s receipt of the Acceptance. In addition to the foregoing, an Order submitted by AG1 shall be deemed an offer to contract that is valid for two (2) business days only, and shall be deemed expired and of no force and effect thereafter unless AG1 receives the associated Acceptance within such time period. If, prior to delivery, AG1 provides Supplier with written notice of a request to change the quantity or other terms of an Order, Supplier shall use commercially reasonable efforts to accommodate such changes.

5.5 Acceptance of Goods. AG1 shall make reasonable efforts to inspect Goods upon delivery. Upon discovery of a deficiency, defect, non-conformance with an Order, breach of warranty, or other problems with the Goods, AG1 may reject the Goods by providing Supplier with written notice of such problem(s) and its election to cancel the applicable Order (a “Rejection Notice”). The Parties agree and acknowledge, however, that such inspection may not be practicable under the circumstances of delivery and/or may not be sufficient to detect all problems with the Goods. Accordingly, the Parties agree that AG1 may provide a Rejection Notice even following delivery of the Goods, so long as such notice is received within a reasonable period of time following delivery. Upon the provision of a Rejection Notice, unless the Parties agree otherwise, (i) AG1 shall retain the rejected Goods but shall have no further obligation to pay for such Goods and/or under the applicable Order(s), (ii) Supplier shall immediately refund to AG1 any and all amounts previously paid or remitted on account of such rejected Goods and/or under the applicable Order(s), (iii) with respect to Loaned Supplies remaining in Supplier’s control or possession in connection with the rejected Goods and/or the applicable Order(s), Supplier shall immediately, at its exclusive cost, deliver such Loaned Supplies to AG1 , and (iv) pay or refund to AG1 the cost incurred by AG1 on account of all Loaned Supplies provided to Supplier in connection with the rejected Goods and/or the applicable Order(s) (including, but not limited to, the cost of purchasing or manufacturing fabric and the cost of shipping and/or transporting such Loaned Supplies to Supplier).The terms of this Section shall gove

6.1 QA Procedures. Supplier will adopt, maintain, and comply with written quality control and assurance procedures and perform periodic quality control tests, as agreed upon by the Parties in writing, adequate to ensure that all Goods supplied hereunder conform to the Specifications, any other product-related and quality documents, or other similar documents mutually agreed by the Parties, and all applicable Laws, including without limitation food/packaging safety management schemes, including implementation of fraud and defense programs that preserve the quality of the product, prevent and detect damage and deterioration, and control for chemical and microbiological contamination (collectively, the “QA Procedures”). Supplier will promptly submit to AG1 in writing copies of its QA Procedures and will adopt and incorporate in the Specifications such additional quality control procedures (which will be included in the definition of “QA Procedures”) as AG1 will reasonably determine to be required by applicable Law or to improve materially the quality or safety of the Goods.

6.2 Facility Inspections and Audits. In order to confirm that Supplier is complying with the terms hereof, including Supplier’s representations, warranties, and covenants, (i) Supplier shall permit AG1 or its Representatives to inspect its facilities associated with the manufacture of any Goods or performance of services hereunder without any notice whatsoever, and (ii) upon reasonable notice from AG1, Supplier shall permit AG1 or its Representatives to review Supplier’s books and records.

6.3 Product Labeling. All Goods will be labeled by Supplier as required by applicable Law, this Agreement, and the Specifications, and will include: (a) lot numbers or other identifying codes that will enable Supplier to identify the production location, line and date of production; (b) appropriate expiration dates, if applicable; (c) appropriate storage instructions to maintain taste (for food items), safety, and quality; (d) a statement and a list of any allergens therein (for food items); and (e) the country of origin.

6.4 Claims. The Goods (a) are and will remain in conformity with all Specifications agreed to between AG1 and Supplier; and (b) are lawful to advertise and sell, and comply with all applicable Laws, and all claims concerning the Goods heretofore and heretofore made or provided by Supplier are and shall be true and correct and fully substantiated to the extent required by applicable Laws. Where Supplier makes representations about the Goods, such as “allergen-free” or “100% recycled”, or “gluten-free”, or other similar claims, Supplier will provide Goods that conform to those representations, and will indemnify AG1 for any third-party actions arising from Supplier’s breach of this Section.

6.5 Proposition 65. Prior to or commensurate with delivery of Goods under any Order, Supplier shall provide AG1 with written notice of any chemicals or other substances contained in the Goods that are subject to or otherwise regulated by the California Safe Drinking Water and Toxic Enforcement Act of 1986, as amended (commonly referred to as “Proposition 65”). The Goods will comply with Proposition 65. For the avoidance of doubt, Supplier will indemnify AG1 for any third-party actions arising from Supplier’s breach of this Section.

6.6 Traceability. Supplier shall develop and implement an effective traceability system, from farm/commodity level to processing facilities, which shall allow it to trace 100% of its stock within 24 hours when required by AG1 or otherwise required by applicable Law. Supplier shall test traceability on an annual basis, at minimum, to confirm effectiveness. AG1 will have the right to adopt third party platforms to enable AG1 to track and record traceability standards (which includes but is not limited to platforms such as Sourcemap). Supplier agrees to participate in any such third party platforms as requested by AG1. Supplier acknowledges that it has the ability to trace its ingredients back to the farm level.

6.7 Weight/Fill. Supplier shall implement a weight/fill control program that ensures compliance with appliable Law, the Specifications, or Purchase Orders.

7.1 Good/Supplier Certifications. Supplier warrants that the Goods sold hereunder will be certified as required by the Specifications. In addition to any other documentation required to be provided to AG1 by Supplier hereunder, Supplier further warrants that it will provide AG1 with the following certifications/documentation on an annual basis or as otherwise requested by AG1: Continuing Guarantee (FDA); Certificate of Origin; Genetically modified organisms (GMO) declaration or GMO Free statement, where applicable and as may be required by Law; Residual Pesticide Analysis (each new crop year); Organic Certification; Allergen statement; Other documents required by applicable Law. Where certification against a third-party organizational standard is required to achieve such certification, Supplier shall ensure that it is obtained from an accredited third-party certification body. All certifications shall be valid and renewed in a timely manner. Supplier shall itself maintain, and shall use good faith efforts to help ensure that any and all raw material suppliers manufacturing the Goods maintain, a quality control program consistent with applicable United States current good manufacturing practices (“GMPs”).

7.2 Certificates of Analysis. With each shipment of Goods, and to the extent there is more than one lot per shipment, then each lot of every shipment of Goods, provided to AG1, Supplier shall also provide an accompanying Certificate of Analysis (“CoA”) which indicates that the Good lot meets all applicable Specifications against agreed testing parameters and frequency, which includes, without limitation, all analysis data for each item listed in the Specification, a description of the test or examination methods used, limits of those tests or examinations, and the actual results of the tests or examinations.

8.1 Notice. In the event Supplier becomes aware that any Good is or may become harmful to persons or that the Goods may be defective, adulterated, mislabeled, or otherwise not in compliance with the Specifications or applicable Law, Supplier will immediately notify AG1 and immediately provide AG1 with all relevant information with respect thereto and any other information reasonably requested by AG1. In such event, Supplier will give reasonable assistance to AG1. AG1 will determine whether or not to undertake a market withdrawal and/or or recall of any Products and will make any filings and reports with the applicable government agencies to effectuate the same all in accordance with applicable Law, at Supplier’s cost. This section is not meant to limit Supplier’s obligations to comply with applicable Law.

8.2 Supplier Recall. Supplier will immediately notify AG1 in the event of any recall of any Good (whether voluntary, required by the FDA or another governmental authority, or resulting from any notification or safety alert) (“Supplier Recall”). Supplier will bear the costs of materials and labor relating to the replacement of Products incorporating Goods that are subject to the Supplier Recall and/or market withdrawal, and all other costs and expenses associated with such event, including any loss of sales or costs associated with the shipment of recalled Products from customers to AG1. Supplier will use commercially reasonable efforts to review all processes and correct, as promptly as is practicable, problems or other issues which result in Supplier Recalls. Supplier will be financially responsible for acts and omissions of its vendors and suppliers.

8.3 Regulatory Action; Third-Party Claims. Supplier will immediately inform AG1, but no later than the next business day, of any actual or potential claims, complaints, investigation, actions, inquiries, inspections, adverse observations, seizure, recall request or demand, cease and desist request or order, or audits by any third party or governmental authority, directly or indirectly related to any Good or a Product or affecting the growth, development, manufacture, sale, marketing or advertising of a Good, including without limitation any pending or threatened litigation, governmental investigation, proceeding or action involving any Good or Supplier’s harvesting or manufacturing facilities or processes, or other operations. Supplier will promptly provide AG1 with complete copies of any correspondence or documents with any governmental authority or third-party claimant that in any way relates to the Goods or the Products, including without limitation any government/regulatory-issued inspection observation reports (including, without limitation, FDA Form 483s and equivalent forms from other regulatory bodies; Supplier may redact other customer information in order to meet the obligation to provide complete documents) and agency correspondence that may reasonably be expected to adversely affect any Good or Product. Duplicates of any samples of Good taken by such agency shall be sent to AG1 promptly. In the event of any action described in this Section, the Supplier and AG1 shall cooperate with each other in good faith. Supplier and AG1 will reasonably cooperate in resolving any concerns with any governmental authority or otherwise raised by a third party, and in determining the response, if any, to be made to such action which may reasonably be expected to adversely affect the ability of a Party hereto to perform its obligations hereunder.

9.1 Authority. Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement and that this Agreement shall constitute a legal, valid and binding obligation of such Party. Each Party represents and warrants that its obligations hereunder are not encumbered by any rights granted by such Party to any third parties that are or may be inconsistent with the rights and licenses granted hereunder.

9.2 Warranties of Fitness and Merchantability. Supplier understands and acknowledges that AG1 intends to either sell the Goods directly to its customers, or to incorporate the Goods into its manufacturing process for the purposes of producing items sold directly to customers and consumers. As such, all Goods shall be provided to AG1 with all applicable warranties of fitness and merchantability. Among other things and without limiting the foregoing, Supplier represents and warrants that (a) all Goods will be of good material and workmanship and free from defect, (b) it has and, at the time of delivery will have, good title to the Goods and all materials and parts incorporated therein, (c) all Goods shall be delivered, sold, transferred, and provided to AG1 free and clear of all liens or security interests, (d) the Goods do not infringe the intellectual property rights of third parties, (e) all documentation provided in connection with the Goods is materially accurate, (f) the Goods, including the production, sale, packaging, labeling, safety, testing, importation and transportation thereof, are in compliance with all applicable Laws, and (g) Goods delivered to AG1 shall meet or exceed all Specifications and requirements set forth in the applicable Order(s) and/or Contracts, as determined by AG1 in its sole and absolute discretion.

9.3 Use of Subcontractors or Affiliates. Supplier shall not engage the services of, contract with, or otherwise use the services of any subcontractors, Affiliates, or third parties, in order to manufacture any of the Goods or otherwise perform hereunder, without the advance written consent of AG1. If and to the extent any subcontractors, Affiliates, or third parties are so engaged, Supplier shall ensure that such subcontractors, Affiliates, or third parties perform hereunder as if they were a party hereto, and Supplier shall be liable for any breaches of this Agreement that would have occurred if such parties were made parties hereto.

9.4 Compliance with Laws. Supplier warrants, represents, and covenants that it will comply with all applicable Laws, rules and regulations regulating the performance of work and/or services under this Agreement and any Orders and/or Contracts, including, without limitation, laws or regulations relating to the payment of taxes, wages, or employment. If the Goods are not in compliance with all applicable Law, Supplier will not offer the Goods to AG1. If Supplier receives notice of non-compliance of any Law, Supplier will immediately notify AG1. Supplier has an affirmative duty to inform AG1 of any and all laws affecting the Goods.

10.1 “Confidential Information” means any and all information provided by AG1 to Supplier or any of Supplier’s Representatives or Affiliates or obtained by Supplier or any of its Representatives or Affiliates, in connection with this Agreement or an Order. Confidential Information shall include any information relating to the New IP (as defined herein), as well as the existence and terms of the Parties’ relationship, including this Agreement and any Order or Contract.

10.2 Confidentiality. Supplier acknowledges and agrees that all Confidential Information has been and will continue to be received in the strictest of confidence and shall not be disclosed to any third party other than Representatives as necessary to enable them to perform work under an Order. Supplier shall implement and maintain safeguards against the unauthorized access by third parties to Confidential Information that are commercially reasonable and, at the very least, at least as strict as those maintained by Supplier to protect its most confidential and sensitive information. Supplier shall immediately notify AG1 if it has reason to believe or suspect that any of the Confidential Information has been accessed, breached, or otherwise viewed by an unauthorized party. Upon termination of this Agreement and/or all Orders pursuant to section 21, above, Supplier shall delete, destroy, and remove any and all Confidential Information from its possession or influence, and shall ensure that its Representatives do the same. Notwithstanding the foregoing, Confidential Information may be disclosed in response to a subpoena or other legal requirement for production issued by a tribunal, proceeding, or court with jurisdiction over Supplier, only to the extent that (a) Supplier provides prompt and advance notice prior to any such disclosure to AG1, (b) Supplier cooperates with any attempts by AG1 to limit, quash, or otherwise undermine the disclosure obligation, and (c) any such efforts by AG1 are ultimately unsuccessful with respect to the Confidential Information to be disclosed.

10.3 Intellectual Property. Any and all intellectual property that may come into Supplier’s possession in connection with the Parties’ relationship shall be the sole and exclusive property of AG1. To the extent the Parties jointly develop or create, or Supplier develops or creates on its own, patterns, designs, or other form of intellectual property for the purpose of performing hereunder (“New IP”), upon completion of such development or creation and/or upon request by AG1, (i) Supplier shall provide AG1 with an electronic and printed copy of all written or publishable information relating to the New IP, including schematics, pictures, and designs, and (ii) Supplier shall provide training for AG1’s Representatives regarding the know-how and technique required to reproduce or otherwise benefit from the New IP. The New IP shall be deemed “work made for hire” for purposes of U.S. Copyright Law or other applicable intellectual property law, and shall be the sole and exclusive property of AG1. Nothing herein shall provide or be deemed to provide Supplier with a license or right to use, exploit, or otherwise benefit from any intellectual property owned or controlled by AG1, whether in the nature of trademark, patent, copyright, or otherwise. Notwithstanding the foregoing, if and to the extent AG1 requests that Supplier insert labels into any Goods, Supplier shall have a limited, non-exclusive, non-sub licensable, revocable, license to use any trademarks of AG1 necessary to complete such requests. Such license shall terminate immediately upon the earlier of (i) written notice from AG1, (ii) termination of the Order(s) relating to such license, (iii) completion and/or rejection of the Order(s) relating to such license, and (iv) termination of this Agreement.

Supplier shall indemnify, defend, and hold harmless AG1, each of its Affiliates, and each of its and their Representatives, from and against any and all losses, claims, amounts, judgments, rights of payment, obligations, and expenses (including reasonable attorneys’ fees) arising from or relating to any of the following:(a) Supplier’s performance hereunder or under any Order or Contract, including the manufacture, delivery, and/or supply of any Goods; (b) any personal injuries sustained by any Representatives, customers, or consumers of AG1 caused by conditions, designs, or other circumstances affecting any of the Goods upon delivery to AG1; (c) any third party claims or assertions relating to the breach or alleged breach by Supplier or any of its Affiliates or Representatives, of any terms hereof; (d) any defects or unreasonably dangerous conditions affecting any Goods (including, but not limited to, obligations to recall any Goods from the stream of commerce or applicable markets); and (e) claims of infringement, misuse, dilution, misappropriation or other violation of any patent, trademark, service, trade name, trade dress, copyright, trade secret, domain name, right of publicity or other intellectual property right in any way related to the Goods; (f) any actions taken by a subcontractor or third party in the manufacture of the Goods or performance hereof that would constitute a breach of this Agreement if such parties were made a party hereto; and (g) violation by Supplier or its Representatives in the manufacture, possession, use, distribution or sale of Goods contrary to applicable Laws, including Laws passed, promulgated or effectuated after the Agreement Date of this Agreement.

EXCEPT FOR SUPPLIER’S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, BREACH OF THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN OR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EITHER PARTY, NEITHER OF THE PARTIES SHALL BE LIABLE UNDER THIS AGREEMENT FOR LOST PROFITS, INJURY TO REPUTATION OR EXEMPLARY, SPECIAL, PUNITIVE, INDIRECT, REMOTE, SPECULATIVE OR CONSEQUENTIAL DAMAGES.IN NO EVENT SHALL AG1’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT PAID TO SUPPLIER FOR GOODS PURCHASED WITHIN THE LAST TWELVE (12) MONTHS.

If and to the extent that the performance of either Party (in such capacity, the “Affected Party”) of any of its obligations pursuant to this Agreement is prevented directly by flood, fire, earthquake, explosion, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, national emergency, revolution, insurrection, telecommunication breakdown or power outage (each, a “Force Majeure Event”), and such non-performance could not have been prevented by the Affected Party through the use of reasonable precautions, then the Affected Party shall be excused for such non-performance of those obligations affected by the Force Majeure Event as long as such Force Majeure Event continues, provided that the Affected Party continues to use commercially reasonable efforts to recommence performance to the extent reasonably possible without delay. For the avoidance of doubt, a Force Majeure Event that renders AG1 unable to transmit payments when due hereunder shall not excuse AG1 from rendering such payment promptly upon the end of such Force Majeure Event. The Affected Party shall promptly notify the other Party of the occurrence of the Force Majeure Event as soon as possible (and in any event, no later than five (5) business days after the Force Majeure Event has occurred) and describe in reasonable detail the nature of the Force Majeure Event. Notwithstanding the foregoing, if a Force Majeure Event prevents, hinders, or delays performance by Supplier beyond thirty (30) calendar days from the date of the occurrence of the Force Majeure Event, AG1 will be entitled to either:

(a) terminate this Agreement or any part hereof as to Goods not shipped immediately upon notice to Supplier without regard to any cure period and without payment of any termination fee or other liability and may pursue any and all available rights and remedies; or

(b) suspend this Agreement in whole or in part for the duration of the delaying cause. At AG1’s option, Supplier shall resume performance under this Agreement immediately after the end of such Force Majeure Event and, at AG1’s option, extend the then current term period for a period equivalent to the length of time the excused delay endured.

14.1 Relationship of the Parties. This Agreement will not constitute Supplier being the agent or legal representative of AG1 for any purpose whatsoever, and Supplier will not hold itself out as an agent of AG1. This Agreement creates no relationship of joint venturers, partners, associates, employment, or principal and agent between the Parties, and both Parties are acting as independent contractors. Neither Supplier nor AG1 is granted herein any right or authority to, and will not attempt to, assume or create any obligation or responsibility for or on behalf of the other. Neither Supplier nor AG1 will have any authority to bind the other to any contract, whether of employment or otherwise, and Supplier and AG1 will bear all of their respective expenses for their operations, including the compensation of their employees and the maintenance of their offices and service facilities. Supplier and AG1 will each be solely responsible for their own employees, including payment of such party’s own taxes, insurance, and other benefits, including payment of applicable federal income tax, social security, workers’ compensation, unemployment insurance, requirements under the Affordable Care Act, and other legal requirements.

14.2 Insurance. During the term of this Agreement and for a period of three (3) years thereafter, Supplier shall maintain and, upon request from AG1, provide documentation to evidence, the insurance that is consistent with best practices in Supplier’s industry, including but not limited to commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate. Upon request by AG1, Supplier shall add AG1 as an additional insured to each of the foregoing policies and provide AG1 with certificates of insurance for each of the foregoing policies.

14.3 Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be settled by arbitration seated in New York City, New York. The physical location of the arbitration hearings shall be held in New York City, New York, unless the Parties agree otherwise. All proceedings, filings, and statements made in such arbitration shall be confidential. The arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and, with respect to discovery and the taking of evidence, the International Bar Association’s Rules on the Taking of Evidence in International Arbitration (the “IBC Rules”).Notwithstanding the IBC Rules, however, the Parties shall be entitled to up to twenty-five (25) written requests for admission (“RFA’s”) and up to two (2) depositions, each without leave of the arbitral tribunal. The deponent’s attendance may be compelled by either request to the arbitral tribunal or order from a court of competent jurisdiction. Failure by either Party to timely respond to RFA’s shall be deemed an admission to such RFA’s. Failure by either Party to participate in the arbitration (including failure to attend a properly scheduled deposition, conference, or hearing) shall be deemed default and consent to the immediate entry by the arbitral tribunal of an award in favor of the other Party in an amount equal to the maximum damages reasonably requested by such Party (giving all possible deference to the Parties’ limited ability to prove damages in the absence of the other Party’s participation).The arbitral tribunal shall immediately enter such award upon request by the participating Party. Any award granted to a Party pursuant to an arbitration in accordance with this Agreement shall be enforceable in foreign jurisdictions in the manner contemplated by the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “New York Convention”). Notwithstanding the foregoing, any Party may seek and obtain injunctive and other equitable relief from a court of competent jurisdiction to enforce the provisions of this Agreement without first seeking or obtaining any decision of the arbitral tribunal, with respect to the subject matter of this Agreement.

14.4 Trademark Rights. Nothing in this Agreement will operate to confer on Supplier the right to use any trademark, service mark, trade name, logo, or other identification now or hereafter used by AG1, whether or not registered, without the written consent of AG1.

14.5 Choice of Law. This Agreement and any Order shall be construed in accordance with and governed by the internal laws of the State of New York, without regard to any applicable choice of law rules.

14.6 No Election of Remedies. Except as otherwise provided herein, the rights and remedies accorded herein to Supplier and AG1 are cumulative and in addition to those provided by law, and may be exercised separately, concurrently, or successively.

14.7 Notices. Any notice required hereunder, including the transmission of an Order, shall not be effective with respect to AG1 unless made via e-mail to the following: ties.soeters@drinkag1.com and contracts@drinkag1.com.

14.8 Assignment. Supplier may not assign, transfer, or subcontract any of its rights, obligations, or duties under an Order without the prior written consent of AG1.

14.9 Good Faith Efforts. Each of the Parties may be subject to current or future regulatory or other legal obligations to file or maintain reports regarding its or their operations. Each of the Parties shall use reasonable best efforts to address and respond to any information requests or other similar requests made by the other Party to address reporting or other filing obligations that relate to this Agreement or any Order. Nothing in this Section, however, shall alter or in any way limit each Party’s confidentiality obligations.

14.10 OFAC. Supplier represents and warrants that neither it nor any of its employees or contractors is a person or entity with whom U.S. entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under statute, executive order or other governmental action.

14.11 Counterparts. This Agreement and the schedules hereto may be executed in one or more counterparts, may be executed in counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts shall constitute one agreement.

14.12 Validity. The invalidity or unenforceability of any term or provision of this Agreement does not affect the validity or enforceability of any of the remaining terms or provisions of this Agreement unless the provision found to be invalid is essential to the primary purposes of this Agreement.

14.13 Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. No provision of this Agreement shall be interpreted in favor of, or against, any of the Parties hereto by reason of the extent to which any such Party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft hereof or thereof.

14.14 Construction. If any provision is invalid or unenforceable, the Agreement will be reformed and enforced to the maximum extent possible.

14.15 Entire Agreement. This Agreement, together with any Orders, Contracts and any validly executed Non-Disclosure Agreements, constitutes the entire agreement of the Parties with respect to the subject-matter hereof, and superseded all prior and contemporaneous oral or written proposals, negotiations, statements, and agreements. To the extent there is any conflict or discrepancy between the terms of this Agreement, the Specifications, any Purchase Orders, or any other documents, this Agreement shall control.

14.16 Modification and Waiver. No modification of or amendment to this Agreement will be effective unless in writing signed by both Parties. Any of the terms and conditions of this Agreement may be waived at any time and from time to time in writing by the party entitled to the benefit thereof without affecting any other terms and conditions of this Agreement. The waiver by either party of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach. Any waiver must be made in writing and may not be inferred from a failure to assert any right that could have been asserted.

14.17 Survival. The provisions in Sections 7 through 14 (inclusive) of this Agreement will survive the expiration or termination of this Agreement.

IN WITNESS WHEREOF and intending to be legally bound, the Parties have executed this Supply Agreement as of the date or event referenced above.