Uplyfted (ICE)

Et4 Corp d/b/a “Uplyfted”

TERMS AND CONDITIONS OF SALE OF MARIHUANA PRODUCTS

1. Applicability. These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of product (“Product”) by

ET4 Corp. or its affiliates d/b/a Uplyfted (“Uplyfted”) to the customer named on the applicable Sales Confirmation (“Customer”). The

accompanying Sales Confirmation and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and

supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both

written and oral. These Terms prevail over any of Customer’s general terms and conditions of purchase regardless whether or when Customer

has submitted its purchase order or such terms. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and

conditions and does not serve to modify or amend these Terms. These Terms may only be amended or modified in a writing which specifically

states that it amends these Terms and is signed by an authorized representative of each party.

2. Regulatory Compliance. This Agreement is subject to strict requirements for ongoing regulatory compliance by the parties hereto,

including compliance with the Michigan Medical Marihuana Facilities Licensing Act or Regulation and Taxation of Marihuana Act (together with

all related rules and regulations thereunder and any successor or replacement thereto, the “Marihuana Act”) or the guidance or instruction of

the Cannabis Regulatory Agency (including any successor governmental authority, the “Regulator”). The parties acknowledge and understand

that the Marihuana Act and/or the requirements of the Regulator are subject to change and are evolving as the marketplace for state-compliant

cannabis businesses continues to evolve. If necessary or desirable to comply with the requirements of the Marihuana Act and/or the Regulator,

the parties hereby agree to (and to cause their respective affiliates and related parties and representatives to) use their respective commercially

reasonable efforts to take all actions reasonably requested to ensure compliance with the Marihuana Act and/or the Regulator and to cooperate

with the Regulator to promptly respond to any informational requests, supplemental disclosure requirements, or other correspondence from the

Regulator.

3. Delivery. Unless otherwise agreed in writing on the associated Sales Confirmation, Uplyfted shall facilitate the delivery of the Product

by a Marihuana Transporter of its choosing, licensed pursuant to the Marihuana Act, within a reasonable time after the execution of the Sales

Confirmation, subject to availability. The Product will be delivered using Uplyfted’s standard methods for packaging and delivery unless otherwise

agreed on the Sales Confirmation. Uplyfted will remain liable for loss or damage in transit unless Customer facilitates the use of its own, chosen,

Marihuana Transporter, in which case any such liability is expressly disclaimed by Uplyfted. Under no circumstances shall Uplyfted be liable for

any delays in transit. For orders exceeding $10,000 (excluding taxes and delivery), Uplyfted shall be responsible for associated Marihuana

Transporter fees. In all other cases, Customer agrees that all Marihuana Transporter fees will be passed through to Customer and included in the

associated final invoice amount. If, for any reason, Customer fails to accept delivery of any Product or if Uplyfted is unable to deliver Product

because Customer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Product shall pass to

Customer; (ii) the Product shall be deemed to have been delivered; and (iii) Uplyfted, at its option, may store the Product until Customer picks it

up, whereupon Customer shall be liable for all related costs and expenses (including, without limitation, shipping, storage and insurance).

4. Inspection and Rejection of Nonconforming Product. Customer shall inspect the Product upon receipt. Customer will be deemed to

have accepted the Product unless it notifies Uplyfted in writing of any Nonconforming Product within three (3) business days of receipt and

furnishes such written evidence or other documentation as required by Uplyfted. “Nonconforming Product” means only the following: (i) product

shipped is different than identified in the Sales Confirmation; or (ii) Product’s label or packaging incorrectly identifies its contents. If Customer

timely notifies Uplyfted of any Nonconforming Product, Uplyfted shall, in its sole discretion, (i) replace such Nonconforming Product with

conforming Product, or (ii) credit or refund the Price for such Nonconforming Product. Customer acknowledges and agrees that the remedies set

forth in this Section are Customer’s exclusive remedies for the delivery of Nonconforming Product. Except as provided under this Section, all sales

of Product to Customer are made on a one-way basis and Customer has no right to return Product purchased under this Agreement to Uplyfted.

5. Price; Payment Terms. Customer shall purchase the Product from Uplyfted at the prices (the “Prices”) set forth in the Sales

Confirmation. All Prices are exclusive of applicable sales, use and/or excise taxes. Customer is responsible for all such charges, costs and taxes

and such amounts shall be included in Customer’s final invoice unless necessary and applicable exemption documentation is provided by

Customer, and accepted by Uplyfted, in advance of invoicing. Customer shall pay all amounts due to Uplyfted in accordance with the payment

terms set forth in the Sales Confirmation. Unless otherwise specified and agreed to in writing in the associated Sales Confirmation: (i) For Product

orders greater than $50,000 (excluding taxes and delivery), Uplyfted Customer shall pre-pay by Cash, Check, ACH or Wire transfer in advance of

shipment; (ii) For Product orders less than $50,000 (excluding taxes and delivery), payment shall be made “Cash on Delivery.” Customer shall

make all payments hereunder in US dollars. Should Customer fail to abide by applicable payment terms, Customer will be responsible (and

invoiced) for any resultant shipping or restocking costs borne by Uplyfted. Customer shall pay interest on all late payments at the lesser of the

rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse

Uplyfted for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies

available under these Terms or at law (which Uplyfted does not waive by the exercise of any rights hereunder), Uplyfted shall be entitled to

suspend the delivery of any Product if Customer fails to pay any amounts when due hereunder and such failure continues for ten (10) days

following written notice thereof. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or

dispute with Uplyfted, whether relating to Uplyfted’s breach, bankruptcy or otherwise.

6. Limited Warranty. Uplyfted warrants to Customer that upon delivery the Product will be free from material defects. EXCEPT FOR THE

WARRANTY SET FORTH IN THIS SECTION, UPLYFTED MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCT, INCLUDING ANY

(a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW,

COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. Uplyfted shall not be liable for a breach of the warranty

set forth in this Section unless: (i) Customer gives written notice of the defect, reasonably described, to Uplyfted within ten (10) days of the time

when Customer discovers or ought to have discovered the defect; (ii) Uplyfted is given a reasonable opportunity after receiving the notice to

examine such Product and Customer (if requested to do so by Uplyfted) returns such Product to Uplyfted’ place of business at Uplyfted’ cost for

the examination to take place there; and (iii) Uplyfted reasonably verifies Customer’s claim that the Product is defective. Uplyfted shall not be

liable for a breach of the warranty set forth in this Section if: (iv) Customer makes any further use of such Product after giving such notice; (v) the

defect arises because Customer failed to follow Uplyfted’ oral or written instructions as to the storage, use or maintenance of the Product; or (vi)

Customer alters such Product without the prior written consent of Uplyfted. Subject to the remainder of this Section, with respect to any Product

that breaches the warranty set forth herein, Uplyfted shall, in its sole discretion, either: (i) replace such Product or (ii) credit or refund the price

of such Product. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND UPLYFTED’ ENTIRE

LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION.

7. Limitation of Liability. IN NO EVENT SHALL UPLYFTED BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE,

REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER

ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE

FORESEEABLE AND WHETHER OR NOT UPLYFTED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE

FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL UPLYFTED’ AGGREGATE LIABILITY ARISING OUT

OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE)

OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO UPLYFTED FOR THE PRODUCT SOLD HEREUNDER. IN THE CONTEXT OF THE

AFORMENTIONED LIMITATION, CUSTOMER MAY LOOK TO UPLYFTED’ PRODCUTS LIABILITY INSURANCE POLICY IN THE EVENT OF AN

APPLICABLE CLAIM, SUBJECT TO OTHER APPLICABLE LEGAL REQUIREMENTS AND NECESSARY PROOFS RELATIVE THERETO.

8. Compliance with Law. Customer shall comply with all applicable laws, regulations and ordinances. Customer shall maintain in effect

all the licenses, permissions, authorizations, consents and permits that it needs to operate its business, purchase and store Product and to carry

out its obligations under this Agreement, including, without limitation, those required under the Marihuana Act or otherwise by the Regulator.

For clarity, Customer represents and warrants to Uplyfted that it has in effect all such licenses, permissions, authorizations, consents and permits.

9. Termination. In addition to any remedies that may be provided under these Terms, Uplyfted may terminate this Agreement with

immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due under this Agreement and such failure

continues for ten (10) days after Customer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of

these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings

relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

10. Waiver. No waiver by Uplyfted of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed

by Uplyfted. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be

construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further

exercise thereof or the exercise of any other right, remedy, power or privilege.

11. Confidential Information. All non-public, confidential or proprietary information of Uplyfted, including but not limited to specifications,

samples, designs, plans, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Uplyfted to Customer, whether

disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise

identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be

disclosed or copied unless authorized in advance by Uplyfted in writing. Upon Uplyfted’ request, Customer shall promptly return all documents

and other materials received from Uplyfted. Uplyfted shall be entitled to injunctive relief for any violation of this Section.

12. Force Majeure. Uplyfted shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement,

for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results

from acts or circumstances beyond the reasonable control of Uplyfted including, without limitation, acts of God, pandemic, flood, fire,

earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other

civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either

party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials

or telecommunication breakdown or power outage.

13. Governing Law. This Agreement and all matters relating thereto are governed by, and construed in accordance with, the laws of the

State of Michigan without regard to the conflict of law’s provisions.

14. Miscellaneous. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior

written consent of Uplyfted. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation

relieves Customer of any of its obligations under this Agreement. The relationship between the parties is that of independent contractors. Nothing

contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment

or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner

whatsoever. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein,

express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature

whatsoever under or by reason of these Terms . If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction,

such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable

such term or provision in any other jurisdiction. Provisions of these Terms which by their nature should apply beyond their terms will remain in

force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws,

Confidential Information, and Miscellaneous.