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MUTUAL NONDISCLOSURE AND MUTUAL NONUSE OF

CONFIDENTIAL INFORMATION AGREEMENT

(Agreement Concerning Exchange or Disclosure of Confidential, Trade Secrets, Private,


Proprietary, Sensitive or Information Presently Unknown to Recipient)

10/01/2020
THIS AGREEMENT (“Agreement”) is effective _____________________________________ and
1 October 20
executed this ____ day of _________________, 20____, by and between Kind Roots Trading on behalf
of itself, its affiliates, heirs and assigns, having its principal place of business at 7150 E. Camelback
Road, Suite #444, Scottsdale, Arizona 85251 (hereinafter collectively referred to as(“KIND ROOTS
Kenyon Kores
TRADING” and ____________________________________________________________________
on behalf of itself and its affiliates, having its principal place of business at
83 Mill Rd Lamoine, ME 04605
____________________________________________________________________ (hereinafter referred
to as "COMPANY"); the Parties may be referred to herein as either a disclosing party or recipient party,
depending on which party is disclosing confidential information, and together may also be referred to
collectively as the “Parties.”

DECLARATION OF GOOD FAITH

The parties enter into this agreement in good faith, expressly pledging to act at all times, both before
and after discussions and disclosures, in good faith toward the other party. The parties further
acknowledge that despite their best drafting efforts, no contract can comprise all possible or foreseeable
events of breach; accordingly, the parties enter into this agreement expressly consenting to the broad
construction of its protective terms consistent with the spirit of remedial enforcement of its terms to
protect the non-breaching party.

PURPOSE

The spirit of this agreement is that if a party profits from confidential information disclosed by the other
party, the parties shall profit together pursuant to future negotiated terms. If recipient of disclosing party’s
confidential information otherwise directly or indirectly profits due to disclosure or use of confidential
information, or discloses such information to third parties, which the disclosing party did not expressly
authorize, such conduct shall be deemed bad faith for which the disclosing party shall be entitled to all
forms of relief at law and in equity.

RECITALS

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A. WHEREAS, the Parties wish to engage in candid communications for the exclusive purpose of
evaluating whether to do business together.

B. WHEREAS, to assure that the parties have access to adequate information to perform their desired
amount of due diligence for the exclusive purpose of determining whether to do business together, the
parties agree to share confidential, trade secret, private, proprietary, sensitive or other information that the
other party presently does not know and could not learn but for the disclosing party disclosing such
information (collectively “confidential” information).

C. WHEREAS, to ratify the pledge of good faith to each other, each party promises not to disclose, use or
appropriate to the recipient’s benefit (financial or other) or to the discloser’s detriment (financial or other)
any confidential information disclosed between them.

D. WHEREAS, whether or not parties decide to do business together in any way, all inclusive, parties
pledge to indefinitely and forever keep secret and to themselves any confidential information disclosed by
the other party; and

E. WHEREAS, prior to disclosing any confidential information concerning certain business, financial,
strategic, technical and/or other information, the parties desire to insure that each of them will not use
such information to enter into direct competition with the other, or provide such confidential information
to third parties which could in any way invoke the proscriptions contained Recital C, the same being an
act of express bad faith.

NOW THEREFORE, in consideration of the foregoing Recitals which are material terms of this
Agreement, the premises, the mutual promises, covenants, representations, and warranties contained in
this Agreement, the receipt and sufficiency of which each Party hereby acknowledges, the Parties hereby
agree as follows:

AGREEMENT

ARTICLE 1
IDENTIFICATION OF CONFIDENTIAL INFORMATION

All parties to receive confidential information represent that they are not unauthorized or disqualified
from receiving such information, expressly representing that they are not identified on the OFAC list of

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prohibited persons (search may be conducted on the following address):

https://sanctionssearch.ofac.treas.gov (see endnote)

1. Confidential Information. Confidential and proprietary information includes, without limitation, the
parties’ financial conditions and resources, business relationships, strategies and methods of operation,
financing conditions, structures, terms and strategies, marketing plans and strategies, cost and pricing
strategies and structures, compensation arrangements, names of and affinity or goodwill associated with
various service providers, vendors and contractors, operating plans and related matters, customer lists,
processing laboratories, processing techniques, development plans, projections, intended lenders or
financiers, contractors and counterparties, and other similar information or information formulated from
said information, all inclusive, including intellectual property and all other information shared by one
party that was unknown to the other prior to disclosure, collectively “Confidential Information.”
Confidential Information is contemplated to include trade secrets, but also other information that is not
characterized as trade secrets. Confidential and proprietary information may exist, and may be delivered
or disclosed in any form or format, including in documents, verbally, or electronically via emails, text
messages, voicemails, emojis, etc. Confidential and proprietary information does not need to be marked
“confidential,” “proprietary,” “trade secret” or otherwise in order to be protected by and subject to this
agreement. All confidential information provided by one party to the other (including information
provided before the date of this agreement) shall be deemed to be confidential and proprietary and treated
as such, except for only the following (Attached Appendix if necessary):

2. Dealings to date. The parties acknowledge that their discussions and negotiations have been on-going,
and that they may have already provided confidential information or otherwise sensitive non-confidential
information to one another. The parties intend that all information provided by either party, even if
provided prior to the date of this agreement, shall be subject to the terms and conditions of this
agreement; and furthermore, that this agreement shall have retroactive effect to protect all previously
provided confidential information and all sensitive non-confidential information. In that event, the parties
each represent that they have maintained the confidentiality of all such information and have not
disclosed or used such information in any manner inconsistent with the spirit, terms and conditions of this
agreement. If the foregoing representation is not true and accurate, the party for whom it is not true will
immediately make a written disclosure of any non-conforming use or disclosure to the other party here or
in the attached Appendix: None, or _______________________________________________________.

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ARTICLE 2
TERMS AND CONDITIONS OF CONFIDENTIALITY

The parties acknowledge that the time and expense incurred by each of them in developing their
confidential information is valuable to them respectively and that its disclosure, misuse or
misappropriation may cause the disclosing party irreparable harm. In consideration of the parties’
disclosures, the parties acknowledge the intrinsic value of being granted access to such confidential
information and the potential business opportunity disclosing party affords to recipient party, in addition
the attendant risks to disclosing party should recipient party disclose this information to any person whom
disclosing party does not expressly authorize to receive such disclosure. Unauthorized person shall mean
anyone to whom confidential information is shared prior to disclosing party providing its advance express
written permission before any such disclosure. For any unauthorized disclosure, recipient party agrees to
value of liquidated damages in paragraph 4 below; parties otherwise hereby further agree as follows:

1. Best Efforts. Each of the parties agrees and pledges to keep confidential all Confidential
Information disclosed to it by the other party or parties; parties promise to use best efforts to ensure that
such Confidential Information will not be transmitted to any unauthorized third parties or made public
without first obtaining disclosing party’s express written consent; disclosing party will grant such
permission only upon third party’s execution of its own Agreement with the parties, which terms shall
expressly include Recipient and authorized third party’s agreement to joint and several liability for breach
by either Recipient or authorized third party/ies.

2. Good Faith and Golden Rule. In protecting Confidential Information shared, each of the parties
agrees to use the same practices and procedures to protect the confidentiality of the disclosing party’s
confidential information as they would use to protect their own such information; and in any event, using
not less than reasonable care and effort as required by the circumstances and current events, such as using
password protected or encrypted electronic communications, attachments and the like. The parties shall
only use the confidential information of the other in connection with their discussions and negotiations
concerning the identified potential transactions and business opportunities with one another, and not for
any other purpose that would or could have the effect of excluding the disclosing party from benefit or
subjecting the disclosing party to detriment or disadvantage, whether financial or otherwise. Further, this
clause acts as each parties’ express consent to invoke equitable considerations, in addition to rights and
causes of action at law, to protect the party harmed by the unauthorized disclosure or use of information
the disclosing party shared with the recipient party.

3. Confidentiality operationally. The foregoing obligations not to disclose or make any use of the
Confidential Information shall remain in effect and extend for an indefinite period. However, the

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obligation of confidentiality will not apply to any confidential information, (a) which is now or which
becomes public knowledge through no fault, act or omission of Recipient; or (b) which was already
known to Recipient before disclosing party’s disclosure to Recipient. The only way Recipient shall prove
prior or existing knowledge is as follows:

a. As soon as the disclosing party discloses information disclosing party believes to be confidential,
but that Recipient already knows, Recipient shall immediately interrupt disclosing party or otherwise
declare and identify the confidential information known to Recipient, pursuant to which Recipient
shall simultaneously or as soon as agreed to between the disclosing party and Recipient, produce
information or documents positively proving Recipient’s existing knowledge.

b. Recipient waives any defense or right to declare prior or existing knowledge should Recipient fail
to fully adhere to the terms in (a) immediately upon disclosing party’s disclosure of information to
Recipient that disclosing party believes to be confidential at the time disclosing party discloses it.

c. Exception. In the event that Recipient or any Receiving Party is requested by a governmental entity
or required by applicable law to disclose any of the Information, the Recipient will, to the extent not
prohibited by law, notify the disclosing party promptly so that the disclosing party may seek a
protective order or other appropriate remedy or, in its sole discretion, waive compliance with the terms
of this Agreement. In the event that no such protective order or other remedy is obtained, or that the
disclosing party does not waive compliance with the terms of this Agreement, the Recipient or the
Receiving Party, as the case may be, may disclose the required or requested Information to such
governmental entity or pursuant to applicable law so long as it (i) provides the disclosing party with a
list of any Information that it intends to disclose, (ii) cooperates with the disclosing party, at the
disclosing party’s expense, to the extent the disclosing party may seek to limit such disclosure, (iii)
furnishes only that portion of the Information which it is advised by counsel is required to be
disclosed, and (iv) cooperates with the disclosing party’s efforts, at the disclosing party’s expense, to
obtain reliable assurance that confidential treatment will be accorded the Information.

4. Remedy for breach. Should Recipient breach such provisions and disclosing party proves the
same by a preponderance of the evidence as determined by a neutral fact finder or court of law, Recipient
agrees to compensate disclosing party Liquidated Damages in the sum determined by legal finding and
assessments as determined by due judicial process, plus attorneys’ fees, costs and expenses associated
with disclosing party’s enforcement of Agreement for each incidence of unauthorized disclosure, breach
or failure to act in good faith.

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5. Return or Destruction of Disclosed Information. The parties shall return to the disclosing party
or destroy all confidential information and all sensitive non-confidential information delivered to them in
the course of the parties’ negotiations and discussions, within thirty (30) days after the later of: the
closing of any transaction mutually agreed to by the parties, the decision by either party not to proceed
with a transaction, or the recipient’s receipt of disclosing party’s written request for the return of its
information, which upon disclosing party’s approval, may also be destroyed as long as recipient party
tenders proof satisfactory to the disclosing party that all said disclosed confidential information is
effectively destroyed and unusable to the recipient or any third party.

ARTICLE 3
NON-COMPETE AND NON-CIRCUMVENTION

1. Non-circumvention of disclosing party. Recipient shall not in any way, directly or indirectly, for
its own account or for the benefit or account of any third party, compete with disclosing party with
respect to the matters and opportunities contemplated by the parties interactions pursuant to which the
parties have disclosed such confidential information. More specifically, “Competing” shall mean
recipient’s soliciting or contacting persons that disclosing party introduces to recipient party, if the
purpose, occasion or intended or eventual result of such contact is recipient party’s circumventing and
excluding the disclosing party, to do business with disclosing party’s business relationship whom
recipient party would not have known about but for disclosing party’s introduction, affinity, goodwill or
otherwise prior relationship and introduction to recipient party. Such conduct by recipient party would be
objective bad faith and in violation of the spirit and express terms of this Agreement, subjecting recipient
party to the liquidated damages identified in Article 2, paragraph 4. Since the protective provisions of this
Agreement are agreed to be remedial, doing business with a person or business relationship disclosed to
recipient party by disclosing party shall be broadly construed to mean any commercial transaction or
relationship that results in financial or other benefit to recipient party, which shall at one and the same
time be deemed to be to the disclosing party’s detriment for which liquidated damages shall be due. Such
prohibition shall be effective for five years, beginning on the date the parties either consummate a
business transaction together or from the date recipient party receives disclosing party’s written request
for the return of its confidential information as referenced in Article 2, paragraph 5. Five years is
commercially reasonable because each Party is successful in its own right and will continue to be
successful with its existing business relationships whether or not the parties reach terms to do business
together.

2. Non-Intervention or Interference. Recipient shall not in any way, knowingly or negligently, take
any action, permit another to take any action or by omission cause detriment to recipient’s interests in any

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expressly-identified projects, investments or opportunities which recipient and disclosing party identify,
or define and agree to in their contract(s), or in which disclosing party and recipient agree in writing to
participate.

3. Non-Solicitation. Recipient is prohibited from and shall not, directly or indirectly, contact, call on,
solicit or service any present or future disclosing party relationship in order to induce or attempt to induce
such person to do business with recipient or to cease doing business with disclosing party or any person
or entity disclosed to Recipient by disclosing party, or in any way interfere with disclosing party’s
business relationships including making any negative statements or unflattering communications about
disclosing party or disclosing party’s affiliates (hereinafter collectively referred to as “Solicit(ation)” or
“Soliciting”).

4. Remedy for Solicitation of Disclosing Party’s Business Relationships. Should Recipient solicit
disclosing party’s business relationships, Recipient acknowledges any such violation of this clause would
be extremely harmful to disclosing party and other professionals doing business with disclosing party;
therefore, to discourage Recipient from such illegal activity or from engaging in any efficient breach
calculation, Recipient hereby authorizes disclosing party to take extraordinary measures to prevent any
violation or stop any continued violation of this clause by seeking injunctive relief against Recipient in
Pima County, Judicial District Court of Arizona or Federal District Court located in Arizona.

5. Recipient’s Non-Disclosure Covenant. Disclosing party, pursuant to the terms of this Agreement
and in good faith, intends to share Confidential Non-Public Information related to its business
relationships, including disclosing party’s intellectual property. Unauthorized disclosure of any such
information would be a serious violation of the trust disclosing party places in Recipient to receive such
information, which in addition to other claims, would expressly constitute a breach of Recipient’s
fiduciary duty to disclosing party since disclosing party will disclose information to Recipient that
Recipient could not learn elsewhere. Such unauthorized disclosure could also comprise potentially
criminal conduct in violation of the 1999 Graham Leach Bliley Act and 2001 PATRIOT ACT, including
various Federal and state laws, et al. Accordingly, during and after the term of this Agreement, Recipient
shall not communicate, divulge, disclose or use any of disclosing party’s confidential information to or on
behalf of any person or entity, except as designated or authorized in writing by disclosing party. This
obligation shall apply with respect to any such item until such item ceases to be secret or confidential.
Such item shall not cease to be confidential or secret due to Recipient’s conduct, violation or breach of
this provision. Recipient acknowledges any such violation of this clause could be extremely harmful to
disclosing party; Recipient hereby agrees to indemnify and hold harmless disclosing party for any and all
damages, fines, penalties, loss or other negative consequences or repercussions associated with or
resulting from Recipient’s actions. Recipient also expressly authorizes disclosing party to take
extraordinary measures to prevent any violation or stop any continued violation of this clause by seeking

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injunctive relief against Buyer in Pima County, Judicial District Court of Arizona or Federal District
Court located in Arizona.

6. Effect of Provision. To any extent any court rewrites, by blue pencil doctrine or otherwise, or rules
or orders any material provision of this non-solicitation covenant as commercially unreasonable or not
enforceable, Recipient acknowledges that the terms of this covenant shall nonetheless provide the basis
for disclosing party’s asserting illegality of Recipient’s conduct to support disclosing party’s claim against
Recipient for tortious interference with contract and disclosing party’s prospective economic advantage
related to Recipient’s conduct and breach of these provisions.

ARTICLE 4
ADDITIONAL PROVISIONS

1. Binding Agreement. This Agreement, including the Recitals or Whereas clauses which are material
terms to this Agreement, is and shall be binding upon and shall inure to the benefit of the predecessors,
subsidiaries, successors, assigns, parties, agents, officers, employees, associates, legal representatives,
heirs, executives, and/or administrators of all Parties.

2. Merger. This Agreement constitutes the entire agreement between the Parties pertaining to the subject
matter contained in it as it replaces and supersedes all prior or contemporaneous agreements,
representations, and understandings of and between the Parties.

3. No Draftsman Construction. The language used in this Agreement is chosen jointly by the Parties to
express their mutual intent and no rule of construction will be applied against any Party, including any
rule of draftsmanship. The Parties hereby expressly agree that any uncertainty or ambiguity existing
herein shall not be interpreted against any of them. Except as expressly limited by this paragraph, all the
applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or
ambiguity. The term “including” as used in this Agreement is used to list items by way of example and
shall not be deemed to constitute a limitation of any term or provision contained herein.

4. Severability. If any provision of this Agreement or its application is held invalid, the invalidity shall
not affect other provisions or applications of the Agreement which can be given full force and effect
without the invalid provision or application, and therefore, the provisions of this Agreement are declared
to be severable.

5. Transactions. It is understood and agreed that this Agreement creates no obligation to enter into any
transaction or any agreement relating to a transaction. Until the execution and delivery of a definitive

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agreement with respect to a transaction, neither party shall have any obligation to enter into a transaction.

6. Attorneys’ Fees. In the event of litigation relating to the enforcement of this Agreement, the
prevailing party shall be entitled to recover reasonable attorneys’ fees and costs. The Parties shall each
bear their own costs and attorneys’ fees incurred in connection with the preparation of this Agreement.

7. Forum Selection (Arizona). This Agreement is governed by the laws of the State of Arizona and the
United States of America; there are no understandings, agreements, licenses, or representations, express
or implied, between the parties which are not specified herein.

8. Amendment, Modification and Waiver. The terms of this Agreement may not be changed, amended,
altered, or modified except by a subsequent Agreement making reference to this Agreement and stating
with specificity those changes, alterations or modifications. No supplements, modifications, or
amendments of this Agreement shall be binding unless executed in writing by all of the Parties. No
waiver of any of the provisions of this Agreement shall be deemed to be or constitute a waiver of any of
the other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. No
waiver shall be binding unless executed in writing by all parties the waiver affects. All representations
and promises made by any party to another, whether in writing or orally, concerning the subject matter of
this Agreement and the disclosure of confidential information are hereby merged into, replaced by and
superseded by this Agreement.

IN WITNESS WHEREOF, the Parties execute this Agreement as of the dates set forth below.

KIND ROOTS TRADING COMPANY

By: __________________________________ By: __________________________________

Printed:_______________________________ Kenyon Kores


Printed:_______________________________
David Arana

Title:_________________________________
Vice President Title:_________________________________
09/30/2020 10/01/2020
Date:_________________________________ Date:_________________________________

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AUTHORIZED FIELD SALES REPRESENTATIVE AGREEMENT
(Rev. T2-20200924)

This Sales Agency Agreement (this “​Agreement​”) shall be deemed entered into and effective as of
10/01/2020
_______________ (the “​Effective Date​”), by and between Kind Roots Trading, an Arizona limited
liability corporation, with an office located at 7150 East Camelback Road, Suite 444 Scottsdale, AZ
Kenyon Kores
85251, hereinafter referred to as “​KR​,” and ______________________________, an individual with an
83 Mill Rd Lamoine, ME 04605
address of _____________________________________________, hereinafter referred to as
“​AUTHORIZED SALES REP​.”

Recitals

WHEREAS, KR is in the business of, among other things, marketing, advertising, promoting, distributing,
selling, and reselling full spectrum hemp oil concentrates, isolates, terpenes, biomass, flower and hemp
plant based products (“​Products​”).

CONSIDER: WHEREAS, KR considers AUTHORIZED SALES REP a key partner for its growth and
expansion within the Territory.

WHEREAS, KR and AUTHORIZED SALES REP desire to enter into a sales agency relationship, on the
terms and conditions set forth in this Agreement, by which AUTHORIZED SALES REP will act as: 1)
the non-exclusive sales representative of KR in the United States and abroad (“​Territory​”)

NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. N​on-exclusive Sales Representative​. KR hereby appoints AUTHORIZED SALES REP as its non
exclusive sales representative of the Products within the Territory. AUTHORIZED SALES REP accepts
such appointments. AUTHORIZED SALES REP's nonexclusive authority under this Agreement shall
extend to and include the Products, plus any additional services/products developed or offered by KR
during the term of this Agreement, subject to AUTHORIZED SALES REP's right to refuse acceptance of
the corresponding sales representation rights with respect to any or all additional services/products.

2. ​Exclusive KR Customer​. AUTHORIZED SALES REP shall treat all information disclosed pursuant to
this Paragraph as confidential pursuant to ​Paragraph ​1​0​. AUTHORIZED SALES REP shall not directly
market, advertise, promote, distribute, sell, or resell the Products to any Exclusive KR Customers or

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otherwise interfere with KR’s relationship with any Exclusive KR Customers without the written prior
consent of KR.

3. ​Term​. The term of this Agreement shall be in perpetuity unless one party gives to the other notice of its
intention to terminate the Agreement at least sixty (60) days prior to the expiration of the term or of any
renewal period, or the Agreement is otherwise terminated in accordance with ​Paragraph ​1​1​.

4. ​Selling Effort​. AUTHORIZED SALES REP, will use their warm sphere of influence and industry
network, (social media, email contacts, business affiliations), and must use its reasonable best efforts to
solicit orders within the Territory. Authorized sales reps will follow KR Sales Protocols and Sales
Systems, and will work to facilitate the completion of orders.

5. ​Pricing and Terms of Purchase​. KR shall have the absolute right to establish the prices, charges, and
terms governing the sale of Products.

6. ​Commissions Payable​. On any orders of the Products initiated by AUTHORIZED SALES REP, KR
shall pay to AUTHORIZED SALES REP a commission (the ​Commission​), in U.S. Dollars, as outlined in
Exhibit A. A Commission shall be deemed earned by AUTHORIZED SALES REP on acceptance of the
order by KR. All Commissions earned by AUTHORIZED SALES REP for orders solicited under this
Agreement shall be due and payable by KR to AUTHORIZED SALES REP on the date KR receives the
customer’s payment and shall be received by electronic deposit or mail by AUTHORIZED SALES REP
within seven (7) business days of KR’s receipt of payment from the customer.

If this Agreement shall terminate for any reason whatsoever, AUTHORIZED SALES REP shall be
entitled to receive a Commission for any sales upon which funds were received by KR prior to the
effective date of the termination, regardless of when those orders are accepted by KR and regardless of
when shipments are made or invoices rendered. Any Commissions due to AUTHORIZED SALES REP
by KR following the termination of this Agreement shall be determined by and paid to AUTHORIZED
SALES REP in accordance with the provisions of this ​Paragraph 7 ​despite such termination.

7. ​Handling and Acceptance of Orders​. A true copy of any paid invoice sent by a customer directly to KR
but solicited by AUTHORIZED SALES REP must be sent in a timely manner to AUTHORIZED SALES
REP for AUTHORIZED SALES REP's information and records. All payments and refunds shall be
handled by KR. KR shall be responsible for any and all charges, fees, costs or the like associated with the
fulfillment and delivery of orders, including but not limited to R&D, manufacturing, packaging, and all
associated materials, and shall ship all orders directly from a KR manufacturing or warehousing location.
KR shall also be responsible for all testing of the Products.

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8. ​Invoices and Collections​. All invoices in connection with orders solicited by AUTHORIZED SALES
REP must be rendered by KR, directly to the customer, with a true copy to AUTHORIZED SALES REP.
Full responsibility for all collections and bad debts rests with KR, which exercises complete control over
the approval of all customer credits, orders, and contracts. KR shall have no right to debit AUTHORIZED
SALES REP for the loss of any sum involved in any invoice from KR to the customer, unless that
customer is AUTHORIZED SALES REP. AUTHORIZED SALES REP must forward promptly to KR
any and all monies or remittances in any form that AUTHORIZED SALES REP may collect or that may
be placed in AUTHORIZED SALES REP's hands by an KR customer for the Products. Furthermore,
AUTHORIZED SALES REP shall make no allowances or adjustments in accounts, or authorize the return
of any materials related to the Products, unless given specific advance authorization, in individual cases,
in writing by KR.

9. ​Confidentiality​. Either party may, at its discretion, divulge certain confidential information and
proprietary trade and/or manufacturing secrets to the other. Each party shall preserve in strict confidence
any confidential or proprietary information obtained from the other concerning the business or affairs of
the other and affiliated entities, including but not limited to trade secrets, price lists, marketing strategies,
customer lists, mailing lists, and information concerning formulae, microorganisms, strains, or methods of
manufacture, and any other information that a reasonable person would understand to be the confidential
information of the disclosing party. Upon request of KR, AUTHORIZED SALES REP shall require that
each individual employee and contractor with access to KR confidential or proprietary information sign an
individual confidentiality agreement in a form supplied by KR. Each party shall cease using, and shall
destroy the other party’s confidential or proprietary information upon termination or expiration of this
Agreement and, upon request, certify in writing to the other party that such actions have been taken.
Confidential information does not include information that: (i) was in the public domain at the time of
disclosure without breach of this Agreement or violation or breach of any other obligation of
confidentiality; or (ii) was known to or contained in the records of the receiving party at the time of
disclosure by the disclosing party to the receiving party as evidenced by receiving party’s written records.
The receiving party may disclose confidential information pursuant to a court order or as otherwise
compelled by law; provided, that the receiving party: (i) promptly notifies the disclosing party of the court
order or law and provides all reasonable assistance requested by the disclosing party in attempting to
quash the court order or challenge the law; and (ii) provides only the confidential information required by
the court order or law and seeks confidential treatment of the confidential information.

KR and AUTHORIZED SALES REP agree that the terms and conditions of this Agreement shall remain
confidential as between the parties. Neither party shall disclose the terms to any other person, except to
their respective spouses, attorneys, accountants, bookkeepers, tax advisors, business advisors, executives,

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employees or contracted representatives or partners on a need-to-know basis, prospective investors that
have signed a non-disclosure agreement regarding same, or as might be requested by a court of competent
jurisdiction. Without limiting the generality of the foregoing, the parties shall not respond to, participate
in, or contribute to any public discussion, notice or other publicity concerning, or in any way relating to,
execution of this Agreement or the events (including any negotiations) which led to its execution without
the expressed written permission of the other party. The parties agree that any unauthorized disclosure of
any of the material terms and conditions of this Agreement in violation of this ​Paragraph ​1​0 shall
constitute and be treated as a material breach of this Agreement.

10. ​Termination​. Either party shall have the right to terminate this Agreement, prior to the expiration of
the term (or any renewal term), upon the occurrence of any of the following events: (1) a material breach
or default by the other party of any of the terms, obligations, covenants, representations of warranties
under this Agreement that is not waived in writing by the non defaulting party. In such case, the
non-defaulting party must notify the other of the alleged breach or default, and the defaulting party shall
have a period of thirty (30) days to cure the default; (2) the other party is declared insolvent or bankrupt or
makes an assignment for the benefit of creditors; or (3) a receiver or trustee is appointed for the other
party.

KR, in its sole discretion, may terminate this Agreement at any time, without cause, upon written notice to
Authorized Sales Rep. If KR terminates this Agreement, KR shall pay the Commission(s) owed to
Authorized Sales Rep for all Customers who have executed Purchase Contracts before the termination
date, in accordance with Exhibit A attached hereto.
Promptly upon expiration of the term or other termination (for any reason) of this Agreement,
AUTHORIZED SALES REP must immediately cease to solicit orders or to represent in any manner that
it is associated with KR. Upon termination, AUTHORIZED SALES REP must return or cause to be
returned to KR, on receiving KR’s written request for same and at KR’s expense, all equipment, all
manner of identification, decals, advertising material, promotional items, sample contracts, and other
materials not previously returned to KR or previously expended in solicitation activities, that have been
furnished by KR in connection with this Agreement.

11. ​Relationship Created​. AUTHORIZED SALES REP is not an employee of KR for any purpose
whatsoever; rather, AUTHORIZED SALES REP is an independent contractor. KR is interested only in
the results obtained by AUTHORIZED SALES REP, who shall have sole control of the manner and
means of performing under this Agreement. KR shall not have the right to require AUTHORIZED SALES
REP to collect on accounts, investigate customer complaints, attend sales meetings, periodically report to
KR, conform to any fixed or minimum number of hours devoted to selling effort, follow prescribed
itineraries, keep records of business transacted, make adjustments, bind KR, or do anything else that

Document Ref: F4JTO-YTYLT-NFYJV-M4PTH Page 14 of 28


would jeopardize the relationship of independent contractor between KR and AUTHORIZED SALES
REP. AUTHORIZED SALES REP does not have, and AUTHORIZED SALES REP must not hold itself
out as having, any right, power, or authority to create any contract or obligation, either expressed or
implied, on behalf of, in the name of, or binding upon KR, or to pledge KR’s credit, or to extend credit in
KR’s name, unless KR consents to such representation or activity in advance in writing. AUTHORIZED
SALES REP shall have the right to appoint suitable and desirable salespersons, employees, and subagents,
and AUTHORIZED SALES REP shall be solely responsible for those persons and their acts.
Compensation of such persons shall be AUTHORIZED SALES REP's sole responsibility, and no
salesperson, employee, or subagent shall have any claim against KR for salaries, Commissions or
Post-Termination Commissions, items of cost, or other form of compensation or reimbursement. KR shall
be solely responsible for and must bear all expenses of supplying or producing, assembling, packaging,
shipping and, wherever required, installing materials related to the Products, and for all expenses of the
operation of KR’s offices, plants, and equipment and facilities, and its business activities as a whole. KR
shall have no right or authority to commit AUTHORIZED SALES REP in any matter, cause, or thing
whatever, without the prior written consent of AUTHORIZED SALES REP either under this Agreement
or otherwise, or to use AUTHORIZED SALES REP's name in any way not specifically authorized by this
Agreement.

12. ​Indemnification​. Each party shall indemnify, hold harmless and defend the other from and against any
liability, loss, costs, expenses, or damages howsoever caused by reason of any injury (whether to body,
property, or personal or business character or reputation) sustained by any person or to any person or to
property by reason of any act, neglect, default, or omission of the indemnifying party or any of that
party's agents, employees, or other representatives. If either party is sued in any court for damages by
reason of any of the acts of the indemnifying party referred to in this ​Paragraph 19​, the indemnifying party
must defend the action (or cause a defense to be provided) at the indemnifying party's own expense and
must pay and discharge any judgment that may be rendered in the action. If the indemnifying party fails or
neglects to defend the action, the party sued may defend the action, and any expenses, including
reasonable attorney's and expert’s fees, that it may pay or incur in defending the action, and the amount of
any judgment that it may be required to pay, must be promptly reimbursed upon demand. Nothing in this
Paragraph ​1​3 is intended to relieve, nor shall it relieve, either party from liability for the party's own act,
omission, or negligence.

KR shall further indemnify, hold harmless and defend AUTHORIZED SALES REP from and against any
liability, loss, cost, expense or damages arising out of any third party's use or application of the Products
in accordance with the Product documentation.

AUTHORIZED SALES REP shall be fully responsible for its compliance with all laws, regulations,

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procedures, government policies, and requirements related to and in association with the export, import,
promotion, sale, and use of Products in the Territory. AUTHORIZED SALES REP shall indemnify and
hold KR, its manufacturer, and their respective employees, officers, directors, affiliates and agents,
harmless from and against any and all claims, damages, and liabilities whatsoever asserted by any person,
entity, industry organization, government, or governmental agency of any country resulting directly or
indirectly from: (i) any breach of the terms of this Agreement by AUTHORIZED SALES REP, or by any
of its employees, agents, contractors, or other third parties acting on AUTHORIZED SALES REP’s
behalf (all of the foregoing, collectively, the “AUTHORIZED SALES REP Group”); (ii) any failure of
one or more members of the AUTHORIZED SALES REP Group to comply with applicable laws,
regulations, procedures, government policies, and requirements related to the export, importation,
promotion, sale, or use of Products in the Territory, or use of the Products in accordance with the Product
documentation; and (iii) any statements made or information provided about the Products not included in
the Product documentation or the Standard Warranty. Such indemnification shall include the payment of
all reasonable attorneys’ fees and other costs incurred by KR and in such cases AUTHORIZED SALES
REP shall not, without the prior written approval of KR, enter into any compromise, settlement, or other
agreement that might have the effect of impairing or interfering with any right or interest of KR.

13. ​Intellectual Property​. KR has registered trade names and has developed distinctive packaging and
trade dress for materials related to the Products (collectively, the “​Marks​”). KR will allow
AUTHORIZED SALES REP to use the Marks during the term of this Agreement. KR will retain full title
to all of its intellectual property, including but not limited to, the Marks, its trade names and trade and
service marks (whether registered or not), its inventions (whether patented or not), KR publications and
press releases, trade secrets, proprietary formulations and manufacturing methods, and know-how
(collectively, “​Intellectual Property​”). Termination of this Agreement will terminate AUTHORIZED
SALES REP’s authorization to use KR’s Intellectual Property. AUTHORIZED SALES REP will take
reasonable precautions to safeguard KR’s Intellectual Property during and after this Agreement, and will
return any Intellectual Property to KR, upon written request in accordance with ​Paragraph 15​, following
termination of this Agreement. KR shall solely be responsible to enforce its rights in its Marks and
Intellectual Property, and shall further agrees to indemnify, hold harmless and defend AUTHORIZED
SALES REP from and against any liability, loss, cost, expense, damages or the like claimed or alleged by
any third party related to the Marks, Intellectual Property or any other intellectual property of KR.

14. N​otices and Requests​. Any notice, demand, or request required or permitted to be given under this
Agreement must be in writing and be delivered via (1) FedEx or United Parcel Service (UPS), (2) the
United States Postal Service, postage prepaid, registered or certified, or (3) email, provided the recipient
of such email confirms its receipt via a reply email, and, as applicable, addressed to the addressee at the
principal office or email address set forth below. Either party may change that party's address or email

Document Ref: F4JTO-YTYLT-NFYJV-M4PTH Page 16 of 28


address for purposes of this Agreement by written notice given in accordance with this ​Paragraph ​2​5​:

If to KR: Kind Roots, Inc.


Attn: David Arana, Vice President
7150 E Camelback Rd., Suite 444
Scottsdale, Arizona 85251
Email: david@soilbalancepro.com

With a copy to:


Farhang & Medcoff, PLLC
Attn: Elizabeth Parsons, Esq.
4801 East Broadway Boulevard, Suite 311
Tucson, AZ 85711
Email: eparsons@fmlaw.law

If to AUTHORIZED SALES REP:

Kenyon Kores
Name: _________________________________
83 Mill Rd
Address: ________________________________
Lamoine, ME, 04605
City, State, Postal: _________________________
kkores@gmail.com
Email: __________________________________

15. ​Dispute Resolution​. Any dispute arising out of or relating to this Agreement, or the breach thereof
shall be settled by confidential binding arbitration before AAA in accordance with use of its then current
commercial rules before a single arbitrator experienced in such matters, and any judgment on the award
rendered may be entered in any court having competent jurisdiction. Any such arbitration shall be held
within the County of Pima, State of Arizona. By agreeing to binding arbitration, the parties agree and

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understand that they are voluntarily waiving their right to a jury trial and their right to appeal the
arbitration award.

16. ​Successors and Assigns; Assignment​. This Agreement shall be binding upon and inure to the benefit
of the parties, their successors and assigns; provided, however, that AUTHORIZED SALES REP may not
assign or otherwise transfer this Agreement or any of its interest herein without the prior and express
written consent thereto by KR, such consent not to be unreasonably withheld, conditioned or delayed;
provided, however, that nothing contained herein shall restrict AUTHORIZED SALES REP from
assigning the payment or proceeds of any or part of any Commissions or Post-Termination Commissions
payable to AUTHORIZED SALES REP under this Agreement. Notwithstanding the foregoing, either
party may, without notice to the other party, assign all of its rights and obligations under this Agreement
in connection with and in contemplation of any reorganization, bankruptcy, merger, consolidation or sale
of all or substantially all of the stock, ownership/membership interests or assets of such party, or any other
transaction substantially similar in effect (collectively, a “​Change of Control​”). This Agreement is
binding upon and shall inure to the benefit of the successors and assigns of KR and AUTHORIZED
SALES REP in the event of a Change of Control. KR agrees that in any sale or disposition of all or any
portion of its customer base containing a customer introduced to KR by AUTHORIZED SALES REP, or
the contracts for the Products between KR and a customer introduced to KR by AUTHORIZED SALES
REP, for which AUTHORIZED SALES REP is entitled to receive a Commission under this Agreement
(the “​Transferred Customer Base​”), KR shall cause the acquiring party to assume this Agreement as to
the Transferred Customer Base, including but not limited to KR’s obligation to pay Commissions or
hereunder to AUTHORIZED SALES REP on the Transferred Customer Base.

17. ​Force Majeure​. Neither KR, nor AUTHORIZED SALES REP shall be liable for loss or damage or
deemed to be in breach of this Agreement if its failure to perform its obligations results from (a)
compliance with any law, ruling, order, regulation, requirement of any federal, state or municipal
government or department or agency thereof or court of competent jurisdiction; (b) acts of God; (c) acts or
omissions of the other party; (d) fires, strikes, war, insurrection or riot; (e) or any other cause beyond its
reasonable control. Any delay resulting therefrom will extend performance accordingly or excuse
performance, in whole or in part, as may be deemed commercially reasonable under the circumstances.

18. N​o Implied Waiver​. The failure of either party at any time to require performance by the other party
of any provision of this Agreement shall not affect in any way the full right to require such performance at
any subsequent time. The waiver by either party of a breach of any provision of this Agreement shall not
be taken or held to be a waiver of the provision itself.

19. ​Governing Law; Enforcement of Agreement; Attorney's Fees and Costs. ​This Agreement shall be

Document Ref: F4JTO-YTYLT-NFYJV-M4PTH Page 18 of 28


subject to and shall be enforced and construed pursuant to the laws of the State of Arizona in all respects
without regard effect to the principles of conflicts of laws. If any provision or term of this Agreement is
held to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and
effect and shall in no way be affected, impaired, or invalidated. In the event of any arbitration to enforce
any of the provisions of this Agreement, the prevailing party may recover its costs and reasonable
attorney's fees. KR shall pay all reasonable expenses, fees costs, attorney’s fees and the like incurred by
AUTHORIZED SALES REP in the collection of any Commissions or Post-Termination Commissions
that may become due to AUTHORIZED SALES REP under this Agreement.

20. ​Entire Agreement​. This Agreement constitutes the entire agreement between KR and AUTHORIZED
SALES REP concerning the subject matter of this Agreement and supersedes all prior and
contemporaneous agreements between the parties. This Agreement may be amended only by an
instrument in writing that expressly refers to this Agreement and specifically states that it is intended to
amend it. Neither party is relying upon any warranties, representations, or inducements not set forth in this
Agreement. In the event of any conflict between the provisions of this Agreement and the provisions
contained in any contract or sales order form used by KR, the provisions of this Agreement shall control.

21. ​Titles and Headings​. Titles and headings to paragraphs or sections herein are for the purpose of
convenience and reference only, and shall in no way limit, define, or otherwise affect the provisions
thereof or their interpretation.

22. ​Construction of Agreement​. The parties have been represented by counsel of their choice and have
had the assistance of their counsel in the negotiation, drafting and preparation of this Agreement. Hence,
in any construction to be made to this Agreement, the same shall not be construed against any party on the
basis that such party is the drafter hereof, but rather, this Agreement shall be interpreted equally as to all
parties. The parties waive any and all interpretive presumptions that may otherwise be applied to or
against the party drafting this Agreement.

23. ​Warranty of Capacity to Execute Agreement​. The parties represent and warrant that they have the sole
right and exclusive authority to execute this Agreement. Each of the persons executing this Agreement
represents and warrants that it is authorized to execute this Agreement and that, following said execution,
the entity on whose behalf they are signing is bound by the terms hereof.

24. ​Counterparts​. This Agreement may be executed in multiple counterparts, including copies delivered
by electronic mail, each and all of which shall be deemed an original and all of which together shall
constitute but one and the same instrument. A facsimile or electronic PDF signature shall be deemed an
original for all purposes. A signed copy of this Agreement delivered by one party to the other party shall

Document Ref: F4JTO-YTYLT-NFYJV-M4PTH Page 19 of 28


be binding upon the party so delivering the same.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

Document Ref: F4JTO-YTYLT-NFYJV-M4PTH Page 20 of 28


IN WITNESS WHEREOF, the parties hereto have executed this Agreement upon the Effective Date.

KIND ROOTS, INC.​,


an Arizona corporation

David Arana
Name: _______________________

Signature: _______________________

Vice President
Title: _________________________

09/30/2020
Date: _________________________

AUTHORIZED SALES REP

Kenyon Kores
Name: _________________________

Signature: _________________________

Field Representative
Title: ______________________________

10/01/2020
Date: ______________________________

Document Ref: F4JTO-YTYLT-NFYJV-M4PTH Page 21 of 28


EXHIBIT A

Commission Payable:

On any orders of the Products initiated by AUTHORIZED SALES REP, KR shall pay to AUTHORIZED

SALES REP a commission that is based on the gross sales price of the Products, exclusive of freight and
transportation costs (including insurance), normal and recurring bona fide trade discounts, and any
applicable sales or similar taxes, per the following schedule:

PERCENTAGE SALES

10% up to first $500.00

12.50% $501.00 - $1,000.00

15% $1,001.00 - $5,000.00

17.50% $5,001.00 - $10,000.00

20% over $10,000.00 until performance structure resets at 365


days

AUTHORIZED SALES REP will receive one complimentary 1ml sample. Future shipments will require
the AUTHORIZED SALES REP to purchase the product utilizing their percentage discount at the time of
purchase.

Document Ref: F4JTO-YTYLT-NFYJV-M4PTH Page 22 of 28


W-9 Request for Taxpayer Give Form to the
Identification Number and Certification
Form
(Rev. October 2018) requester. Do not
Department of the Treasury send to the IRS.
Internal Revenue Service ▶ Go to www.irs.gov/FormW9 for instructions and the latest information.
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
Kenyon Kores
2 Business name/disregarded entity name, if different from above
See Specific Instructions on page 3.

3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the 4 Exemptions (codes apply only to
following seven boxes. certain entities, not individuals; see
instructions on page 3):
Individual/sole proprietor or C Corporation S Corporation Partnership Trust/estate
single-member LLC Exempt payee code (if any)
Print or type.

Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ▶

Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting
LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is
code (if any)
another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that
is disregarded from the owner should check the appropriate box for the tax classification of its owner.
Other (see instructions) ▶ (Applies to accounts maintained outside the U.S.)

5 Address (number, street, and apt. or suite no.) See instructions. Requester’s name and address (optional)
83 Mill Rd
Kind Roots Trading, LLC
6 City, state, and ZIP code
7150 E Camelback Rd., Suite 444
Lamoine, ME 04605 Scottsdale, AZ 85251
7 List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)


Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number
backup withholding. For individuals, this is generally your social security number (SSN). However, for a
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other 66 4 5 – 0 7 – 6 6 0 8
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN, later. or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Employer identification number
Number To Give the Requester for guidelines on whose number to enter.

Part II Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. I am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments
other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

Sign Signature of
Here U.S. person ▶ Date ▶ 10/01/2020
• Form 1099-DIV (dividends, including those from stocks or mutual
General Instructions funds)
Section references are to the Internal Revenue Code unless otherwise • Form 1099-MISC (various types of income, prizes, awards, or gross
noted. proceeds)
Future developments. For the latest information about developments • Form 1099-B (stock or mutual fund sales and certain other
related to Form W-9 and its instructions, such as legislation enacted transactions by brokers)
after they were published, go to www.irs.gov/FormW9.
• Form 1099-S (proceeds from real estate transactions)
Purpose of Form • Form 1099-K (merchant card and third party network transactions)
An individual or entity (Form W-9 requester) who is required to file an • Form 1098 (home mortgage interest), 1098-E (student loan interest),
information return with the IRS must obtain your correct taxpayer 1098-T (tuition)
identification number (TIN) which may be your social security number • Form 1099-C (canceled debt)
(SSN), individual taxpayer identification number (ITIN), adoption
• Form 1099-A (acquisition or abandonment of secured property)
taxpayer identification number (ATIN), or employer identification number
(EIN), to report on an information return the amount paid to you, or other Use Form W-9 only if you are a U.S. person (including a resident
amount reportable on an information return. Examples of information alien), to provide your correct TIN.
returns include, but are not limited to, the following. If you do not return Form W-9 to the requester with a TIN, you might
• Form 1099-INT (interest earned or paid) be subject to backup withholding. See What is backup withholding,
later.

Cat. No. 10231X Form W-9 (Rev. 10-2018)

Document Ref: F4JTO-YTYLT-NFYJV-M4PTH Page 23 of 28


Form W-9 (Rev. 10-2018) Page 2

By signing the filled-out form, you: Example. Article 20 of the U.S.-China income tax treaty allows an
1. Certify that the TIN you are giving is correct (or you are waiting for a exemption from tax for scholarship income received by a Chinese
number to be issued), student temporarily present in the United States. Under U.S. law, this
student will become a resident alien for tax purposes if his or her stay in
2. Certify that you are not subject to backup withholding, or the United States exceeds 5 calendar years. However, paragraph 2 of
3. Claim exemption from backup withholding if you are a U.S. exempt the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows
payee. If applicable, you are also certifying that as a U.S. person, your the provisions of Article 20 to continue to apply even after the Chinese
allocable share of any partnership income from a U.S. trade or business student becomes a resident alien of the United States. A Chinese
is not subject to the withholding tax on foreign partners' share of student who qualifies for this exception (under paragraph 2 of the first
effectively connected income, and protocol) and is relying on this exception to claim an exemption from tax
4. Certify that FATCA code(s) entered on this form (if any) indicating on his or her scholarship or fellowship income would attach to Form
that you are exempt from the FATCA reporting, is correct. See What is W-9 a statement that includes the information described above to
FATCA reporting, later, for further information. support that exemption.
Note: If you are a U.S. person and a requester gives you a form other If you are a nonresident alien or a foreign entity, give the requester the
than Form W-9 to request your TIN, you must use the requester’s form if appropriate completed Form W-8 or Form 8233.
it is substantially similar to this Form W-9.
Backup Withholding
Definition of a U.S. person. For federal tax purposes, you are
considered a U.S. person if you are: What is backup withholding? Persons making certain payments to you
must under certain conditions withhold and pay to the IRS 24% of such
• An individual who is a U.S. citizen or U.S. resident alien;
payments. This is called “backup withholding.” Payments that may be
• A partnership, corporation, company, or association created or subject to backup withholding include interest, tax-exempt interest,
organized in the United States or under the laws of the United States; dividends, broker and barter exchange transactions, rents, royalties,
• An estate (other than a foreign estate); or nonemployee pay, payments made in settlement of payment card and
third party network transactions, and certain payments from fishing boat
• A domestic trust (as defined in Regulations section 301.7701-7).
operators. Real estate transactions are not subject to backup
Special rules for partnerships. Partnerships that conduct a trade or withholding.
business in the United States are generally required to pay a withholding You will not be subject to backup withholding on payments you
tax under section 1446 on any foreign partners’ share of effectively receive if you give the requester your correct TIN, make the proper
connected taxable income from such business. Further, in certain cases certifications, and report all your taxable interest and dividends on your
where a Form W-9 has not been received, the rules under section 1446 tax return.
require a partnership to presume that a partner is a foreign person, and
pay the section 1446 withholding tax. Therefore, if you are a U.S. person Payments you receive will be subject to backup withholding if:
that is a partner in a partnership conducting a trade or business in the 1. You do not furnish your TIN to the requester,
United States, provide Form W-9 to the partnership to establish your 2. You do not certify your TIN when required (see the instructions for
U.S. status and avoid section 1446 withholding on your share of Part II for details),
partnership income.
3. The IRS tells the requester that you furnished an incorrect TIN,
In the cases below, the following person must give Form W-9 to the
partnership for purposes of establishing its U.S. status and avoiding 4. The IRS tells you that you are subject to backup withholding
withholding on its allocable share of net income from the partnership because you did not report all your interest and dividends on your tax
conducting a trade or business in the United States. return (for reportable interest and dividends only), or
• In the case of a disregarded entity with a U.S. owner, the U.S. owner 5. You do not certify to the requester that you are not subject to
of the disregarded entity and not the entity; backup withholding under 4 above (for reportable interest and dividend
accounts opened after 1983 only).
• In the case of a grantor trust with a U.S. grantor or other U.S. owner,
generally, the U.S. grantor or other U.S. owner of the grantor trust and Certain payees and payments are exempt from backup withholding.
not the trust; and See Exempt payee code, later, and the separate Instructions for the
Requester of Form W-9 for more information.
• In the case of a U.S. trust (other than a grantor trust), the U.S. trust
(other than a grantor trust) and not the beneficiaries of the trust. Also see Special rules for partnerships, earlier.
Foreign person. If you are a foreign person or the U.S. branch of a What is FATCA Reporting?
foreign bank that has elected to be treated as a U.S. person, do not use
Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see The Foreign Account Tax Compliance Act (FATCA) requires a
Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign participating foreign financial institution to report all United States
Entities). account holders that are specified United States persons. Certain
Nonresident alien who becomes a resident alien. Generally, only a payees are exempt from FATCA reporting. See Exemption from FATCA
nonresident alien individual may use the terms of a tax treaty to reduce reporting code, later, and the Instructions for the Requester of Form
W-9 for more information.
or eliminate U.S. tax on certain types of income. However, most tax
treaties contain a provision known as a “saving clause.” Exceptions
specified in the saving clause may permit an exemption from tax to
Updating Your Information
continue for certain types of income even after the payee has otherwise You must provide updated information to any person to whom you
become a U.S. resident alien for tax purposes. claimed to be an exempt payee if you are no longer an exempt payee
If you are a U.S. resident alien who is relying on an exception and anticipate receiving reportable payments in the future from this
contained in the saving clause of a tax treaty to claim an exemption person. For example, you may need to provide updated information if
from U.S. tax on certain types of income, you must attach a statement you are a C corporation that elects to be an S corporation, or if you no
to Form W-9 that specifies the following five items. longer are tax exempt. In addition, you must furnish a new Form W-9 if
1. The treaty country. Generally, this must be the same treaty under the name or TIN changes for the account; for example, if the grantor of a
which you claimed exemption from tax as a nonresident alien. grantor trust dies.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the
Penalties
saving clause and its exceptions. Failure to furnish TIN. If you fail to furnish your correct TIN to a
4. The type and amount of income that qualifies for the exemption requester, you are subject to a penalty of $50 for each such failure
from tax. unless your failure is due to reasonable cause and not to willful neglect.
5. Sufficient facts to justify the exemption from tax under the terms of Civil penalty for false information with respect to withholding. If you
the treaty article. make a false statement with no reasonable basis that results in no
backup withholding, you are subject to a $500 penalty.

Document Ref: F4JTO-YTYLT-NFYJV-M4PTH Page 24 of 28


Form W-9 (Rev. 10-2018) Page 3

Criminal penalty for falsifying information. Willfully falsifying IF the entity/person on line 1 is THEN check the box for . . .
certifications or affirmations may subject you to criminal penalties a(n) . . .
including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of • Corporation Corporation
federal law, the requester may be subject to civil and criminal penalties. • Individual Individual/sole proprietor or single-
• Sole proprietorship, or member LLC
Specific Instructions • Single-member limited liability
company (LLC) owned by an
Line 1 individual and disregarded for U.S.
You must enter one of the following on this line; do not leave this line federal tax purposes.
blank. The name should match the name on your tax return. • LLC treated as a partnership for Limited liability company and enter
If this Form W-9 is for a joint account (other than an account U.S. federal tax purposes, the appropriate tax classification.
maintained by a foreign financial institution (FFI)), list first, and then • LLC that has filed Form 8832 or (P= Partnership; C= C corporation;
circle, the name of the person or entity whose number you entered in 2553 to be taxed as a corporation, or S= S corporation)
Part I of Form W-9. If you are providing Form W-9 to an FFI to document or
a joint account, each holder of the account that is a U.S. person must
• LLC that is disregarded as an
provide a Form W-9.
entity separate from its owner but
a. Individual. Generally, enter the name shown on your tax return. If the owner is another LLC that is
you have changed your last name without informing the Social Security not disregarded for U.S. federal tax
Administration (SSA) of the name change, enter your first name, the last purposes.
name as shown on your social security card, and your new last name.
Note: ITIN applicant: Enter your individual name as it was entered on • Partnership Partnership
your Form W-7 application, line 1a. This should also be the same as the • Trust/estate Trust/estate
name you entered on the Form 1040/1040A/1040EZ you filed with your
application. Line 4, Exemptions
b. Sole proprietor or single-member LLC. Enter your individual If you are exempt from backup withholding and/or FATCA reporting,
name as shown on your 1040/1040A/1040EZ on line 1. You may enter enter in the appropriate space on line 4 any code(s) that may apply to
your business, trade, or “doing business as” (DBA) name on line 2. you.
c. Partnership, LLC that is not a single-member LLC, C Exempt payee code.
corporation, or S corporation. Enter the entity's name as shown on the • Generally, individuals (including sole proprietors) are not exempt from
entity's tax return on line 1 and any business, trade, or DBA name on backup withholding.
line 2. • Except as provided below, corporations are exempt from backup
d. Other entities. Enter your name as shown on required U.S. federal withholding for certain payments, including interest and dividends.
tax documents on line 1. This name should match the name shown on the • Corporations are not exempt from backup withholding for payments
charter or other legal document creating the entity. You may enter any made in settlement of payment card or third party network transactions.
business, trade, or DBA name on line 2.
• Corporations are not exempt from backup withholding with respect to
e. Disregarded entity. For U.S. federal tax purposes, an entity that is attorneys’ fees or gross proceeds paid to attorneys, and corporations
disregarded as an entity separate from its owner is treated as a that provide medical or health care services are not exempt with respect
“disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter to payments reportable on Form 1099-MISC.
the owner's name on line 1. The name of the entity entered on line 1
should never be a disregarded entity. The name on line 1 should be the The following codes identify payees that are exempt from backup
name shown on the income tax return on which the income should be withholding. Enter the appropriate code in the space in line 4.
reported. For example, if a foreign LLC that is treated as a disregarded 1—An organization exempt from tax under section 501(a), any IRA, or
entity for U.S. federal tax purposes has a single owner that is a U.S. a custodial account under section 403(b)(7) if the account satisfies the
person, the U.S. owner's name is required to be provided on line 1. If requirements of section 401(f)(2)
the direct owner of the entity is also a disregarded entity, enter the first 2—The United States or any of its agencies or instrumentalities
owner that is not disregarded for federal tax purposes. Enter the
disregarded entity's name on line 2, “Business name/disregarded entity 3—A state, the District of Columbia, a U.S. commonwealth or
name.” If the owner of the disregarded entity is a foreign person, the possession, or any of their political subdivisions or instrumentalities
owner must complete an appropriate Form W-8 instead of a Form W-9. 4—A foreign government or any of its political subdivisions, agencies,
This is the case even if the foreign person has a U.S. TIN. or instrumentalities
Line 2 5—A corporation
If you have a business name, trade name, DBA name, or disregarded 6—A dealer in securities or commodities required to register in the
entity name, you may enter it on line 2. United States, the District of Columbia, or a U.S. commonwealth or
possession
Line 3 7—A futures commission merchant registered with the Commodity
Check the appropriate box on line 3 for the U.S. federal tax Futures Trading Commission
classification of the person whose name is entered on line 1. Check only 8—A real estate investment trust
one box on line 3.
9—An entity registered at all times during the tax year under the
Investment Company Act of 1940
10—A common trust fund operated by a bank under section 584(a)
11—A financial institution
12—A middleman known in the investment community as a nominee or
custodian
13—A trust exempt from tax under section 664 or described in section
4947

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Form W-9 (Rev. 10-2018) Page 4

The following chart shows types of payments that may be exempt M—A tax exempt trust under a section 403(b) plan or section 457(g)
from backup withholding. The chart applies to the exempt payees listed plan
above, 1 through 13. Note: You may wish to consult with the financial institution requesting
IF the payment is for . . . THEN the payment is exempt this form to determine whether the FATCA code and/or exempt payee
for . . . code should be completed.
Interest and dividend payments All exempt payees except Line 5
for 7 Enter your address (number, street, and apartment or suite number).
Broker transactions Exempt payees 1 through 4 and 6 This is where the requester of this Form W-9 will mail your information
through 11 and all C corporations. returns. If this address differs from the one the requester already has on
S corporations must not enter an file, write NEW at the top. If a new address is provided, there is still a
exempt payee code because they chance the old address will be used until the payor changes your
are exempt only for sales of address in their records.
noncovered securities acquired
prior to 2012.
Line 6
Enter your city, state, and ZIP code.
Barter exchange transactions and Exempt payees 1 through 4
patronage dividends Part I. Taxpayer Identification Number (TIN)
Payments over $600 required to be Generally, exempt payees Enter your TIN in the appropriate box. If you are a resident alien and
reported and direct sales over 1 through 52 you do not have and are not eligible to get an SSN, your TIN is your IRS
$5,0001 individual taxpayer identification number (ITIN). Enter it in the social
security number box. If you do not have an ITIN, see How to get a TIN
Payments made in settlement of Exempt payees 1 through 4 below.
payment card or third party network
If you are a sole proprietor and you have an EIN, you may enter either
transactions
your SSN or EIN.
1
See Form 1099-MISC, Miscellaneous Income, and its instructions. If you are a single-member LLC that is disregarded as an entity
separate from its owner, enter the owner’s SSN (or EIN, if the owner has
2
However, the following payments made to a corporation and one). Do not enter the disregarded entity’s EIN. If the LLC is classified as
reportable on Form 1099-MISC are not exempt from backup a corporation or partnership, enter the entity’s EIN.
withholding: medical and health care payments, attorneys’ fees, gross
proceeds paid to an attorney reportable under section 6045(f), and Note: See What Name and Number To Give the Requester, later, for
payments for services paid by a federal executive agency. further clarification of name and TIN combinations.
Exemption from FATCA reporting code. The following codes identify How to get a TIN. If you do not have a TIN, apply for one immediately.
payees that are exempt from reporting under FATCA. These codes To apply for an SSN, get Form SS-5, Application for a Social Security
apply to persons submitting this form for accounts maintained outside Card, from your local SSA office or get this form online at
of the United States by certain foreign financial institutions. Therefore, if www.SSA.gov. You may also get this form by calling 1-800-772-1213.
you are only submitting this form for an account you hold in the United Use Form W-7, Application for IRS Individual Taxpayer Identification
States, you may leave this field blank. Consult with the person Number, to apply for an ITIN, or Form SS-4, Application for Employer
requesting this form if you are uncertain if the financial institution is Identification Number, to apply for an EIN. You can apply for an EIN
subject to these requirements. A requester may indicate that a code is online by accessing the IRS website at www.irs.gov/Businesses and
not required by providing you with a Form W-9 with “Not Applicable” (or clicking on Employer Identification Number (EIN) under Starting a
any similar indication) written or printed on the line for a FATCA Business. Go to www.irs.gov/Forms to view, download, or print Form W-
exemption code. 7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to
place an order and have Form W-7 and/or SS-4 mailed to you within 10
A—An organization exempt from tax under section 501(a) or any business days.
individual retirement plan as defined in section 7701(a)(37)
If you are asked to complete Form W-9 but do not have a TIN, apply
B—The United States or any of its agencies or instrumentalities for a TIN and write “Applied For” in the space for the TIN, sign and date
C—A state, the District of Columbia, a U.S. commonwealth or the form, and give it to the requester. For interest and dividend
possession, or any of their political subdivisions or instrumentalities payments, and certain payments made with respect to readily tradable
D—A corporation the stock of which is regularly traded on one or instruments, generally you will have 60 days to get a TIN and give it to
more established securities markets, as described in Regulations the requester before you are subject to backup withholding on
section 1.1472-1(c)(1)(i) payments. The 60-day rule does not apply to other types of payments.
You will be subject to backup withholding on all such payments until
E—A corporation that is a member of the same expanded affiliated you provide your TIN to the requester.
group as a corporation described in Regulations section 1.1472-1(c)(1)(i)
Note: Entering “Applied For” means that you have already applied for a
F—A dealer in securities, commodities, or derivative financial TIN or that you intend to apply for one soon.
instruments (including notional principal contracts, futures, forwards,
and options) that is registered as such under the laws of the United Caution: A disregarded U.S. entity that has a foreign owner must use
States or any state the appropriate Form W-8.
G—A real estate investment trust Part II. Certification
H—A regulated investment company as defined in section 851 or an To establish to the withholding agent that you are a U.S. person, or
entity registered at all times during the tax year under the Investment resident alien, sign Form W-9. You may be requested to sign by the
Company Act of 1940 withholding agent even if item 1, 4, or 5 below indicates otherwise.
I—A common trust fund as defined in section 584(a) J— For a joint account, only the person whose TIN is shown in Part I
A bank as defined in section 581 should sign (when required). In the case of a disregarded entity, the
K—A broker person identified on line 1 must sign. Exempt payees, see Exempt payee
code, earlier.
L—A trust exempt from tax under section 664 or described in section
4947(a)(1) Signature requirements. Complete the certification as indicated in
items 1 through 5 below.

Document Ref: F4JTO-YTYLT-NFYJV-M4PTH Page 26 of 28


Form W-9 (Rev. 10-2018) Page 5

1. Interest, dividend, and barter exchange accounts opened For this type of account: Give name and EIN of:
before 1984 and broker accounts considered active during 1983.
14. Account with the Department of The public entity
You must give your correct TIN, but you do not have to sign the
Agriculture in the name of a public
certification.
entity (such as a state or local
2. Interest, dividend, broker, and barter exchange accounts government, school district, or
opened after 1983 and broker accounts considered inactive during prison) that receives agricultural
1983. You must sign the certification or backup withholding will apply. If program payments
you are subject to backup withholding and you are merely providing
your correct TIN to the requester, you must cross out item 2 in the 15. Grantor trust filing under the Form The trust
certification before signing the form. 1041 Filing Method or the Optional
Form 1099 Filing Method 2 (see
3. Real estate transactions. You must sign the certification. You may
Regulations section 1.671-4(b)(2)(i)(B))
cross out item 2 of the certification.
1
4. Other payments. You must give your correct TIN, but you do not List first and circle the name of the person whose number you furnish.
have to sign the certification unless you have been notified that you If only one person on a joint account has an SSN, that person’s number
have previously given an incorrect TIN. “Other payments” include must be furnished.
payments made in the course of the requester’s trade or business for 2
Circle the minor’s name and furnish the minor’s SSN.
rents, royalties, goods (other than bills for merchandise), medical and
3
health care services (including payments to corporations), payments to You must show your individual name and you may also enter your
a nonemployee for services, payments made in settlement of payment business or DBA name on the “Business name/disregarded entity”
card and third party network transactions, payments to certain fishing name line. You may use either your SSN or EIN (if you have one), but the
boat crew members and fishermen, and gross proceeds paid to IRS encourages you to use your SSN.
attorneys (including payments to corporations). 4
List first and circle the name of the trust, estate, or pension trust. (Do
5. Mortgage interest paid by you, acquisition or abandonment of not furnish the TIN of the personal representative or trustee unless the
secured property, cancellation of debt, qualified tuition program legal entity itself is not designated in the account title.) Also see Special
payments (under section 529), ABLE accounts (under section 529A), rules for partnerships, earlier.
IRA, Coverdell ESA, Archer MSA or HSA contributions or *Note: The grantor also must provide a Form W-9 to trustee of trust.
distributions, and pension distributions. You must give your correct
Note: If no name is circled when more than one name is listed, the
TIN, but you do not have to sign the certification.
number will be considered to be that of the first name listed.
What Name and Number To Give the Requester Secure Your Tax Records From Identity Theft
For this type of account: Give name and SSN of:
Identity theft occurs when someone uses your personal information
1. Individual The individual such as your name, SSN, or other identifying information, without your
2. Two or more individuals (joint The actual owner of the account or, if permission, to commit fraud or other crimes. An identity thief may use
account) other than an account combined funds, the first individual on your SSN to get a job or may file a tax return using your SSN to receive
maintained by an FFI the account1 a refund.
3. Two or more U.S. persons Each holder of the account To reduce your risk:
(joint account maintained by an FFI) • Protect your SSN,
4. Custodial account of a minor The minor2 • Ensure your employer is protecting your SSN, and
(Uniform Gift to Minors Act) • Be careful when choosing a tax preparer.
5. a. The usual revocable savings trust The grantor-trustee1
If your tax records are affected by identity theft and you receive a
(grantor is also trustee)
notice from the IRS, respond right away to the name and phone number
b. So-called trust account that is not The actual owner1
printed on the IRS notice or letter.
a legal or valid trust under state law
If your tax records are not currently affected by identity theft but you
6. Sole proprietorship or disregarded The owner3 think you are at risk due to a lost or stolen purse or wallet, questionable
entity owned by an individual credit card activity or credit report, contact the IRS Identity Theft Hotline
7. Grantor trust filing under Optional The grantor* at 1-800-908-4490 or submit Form 14039.
Form 1099 Filing Method 1 (see For more information, see Pub. 5027, Identity Theft Information for
Regulations section 1.671-4(b)(2)(i) Taxpayers.
(A)) Victims of identity theft who are experiencing economic harm or a
For this type of account: Give name and EIN of: systemic problem, or are seeking help in resolving tax problems that
8. Disregarded entity not owned by an The owner have not been resolved through normal channels, may be eligible for
individual Taxpayer Advocate Service (TAS) assistance. You can reach TAS by
9. A valid trust, estate, or pension trust Legal entity4
calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD
1-800-829-4059.
10. Corporation or LLC electing The corporation Protect yourself from suspicious emails or phishing schemes.
corporate status on Form 8832 or Phishing is the creation and use of email and websites designed to
Form 2553 mimic legitimate business emails and websites. The most common act
11. Association, club, religious, The organization is sending an email to a user falsely claiming to be an established
charitable, educational, or other tax- legitimate enterprise in an attempt to scam the user into surrendering
exempt organization private information that will be used for identity theft.

12. Partnership or multi-member LLC The partnership


13. A broker or registered nominee The broker or nominee

Document Ref: F4JTO-YTYLT-NFYJV-M4PTH Page 27 of 28


Form W-9 (Rev. 10-2018) Page 6

The IRS does not initiate contacts with taxpayers via emails. Also, the Privacy Act Notice
IRS does not request personal detailed information through email or ask
taxpayers for the PIN numbers, passwords, or similar secret access Section 6109 of the Internal Revenue Code requires you to provide your
information for their credit card, bank, or other financial accounts. correct TIN to persons (including federal agencies) who are required to
file information returns with the IRS to report interest, dividends, or
If you receive an unsolicited email claiming to be from the IRS, certain other income paid to you; mortgage interest you paid; the
forward this message to phishing@irs.gov. You may also report misuse acquisition or abandonment of secured property; the cancellation of
of the IRS name, logo, or other IRS property to the Treasury Inspector debt; or contributions you made to an IRA, Archer MSA, or HSA. The
General for Tax Administration (TIGTA) at 1-800-366-4484. You can person collecting this form uses the information on the form to file
forward suspicious emails to the Federal Trade Commission at information returns with the IRS, reporting the above information.
spam@uce.gov or report them at www.ftc.gov/complaint. You can Routine uses of this information include giving it to the Department of
contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). Justice for civil and criminal litigation and to cities, states, the District of
If you have been the victim of identity theft, see www.IdentityTheft.gov Columbia, and U.S. commonwealths and possessions for use in
and Pub. 5027. administering their laws. The information also may be disclosed to other
Visit www.irs.gov/IdentityTheft to learn more about identity theft and countries under a treaty, to federal and state agencies to enforce civil
how to reduce your risk. and criminal laws, or to federal law enforcement and intelligence
agencies to combat terrorism. You must provide your TIN whether or
not you are required to file a tax return. Under section 3406, payers
must generally withhold a percentage of taxable interest, dividend, and
certain other payments to a payee who does not give a TIN to the payer.
Certain penalties may also apply for providing false or fraudulent
information.

Document Ref: F4JTO-YTYLT-NFYJV-M4PTH Page 28 of 28


Signature Certificate
Document Ref.: F4JTO-YTYLT-NFYJV-M4PTH

Document signed by:

David Arana
Verified E-mail:
nate@kindrootstrading.com

IP: 209.194.249.146 Date: 30 Sep 2020 21:38:43 UTC

Kenyon Kores
Verified E-mail:
kkores@gmail.com

IP: 166.182.250.68 Date: 01 Oct 2020 07:24:24 UTC

Document completed by all parties on:


01 Oct 2020 07:24:24 UTC
Page 1 of 1

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