Re: Letter of Intent - “White Label” or Co-brand Transaction

Dear [INDIVIDUAL]:

I hope this finds you well. Thank you for taking the time to meet with my colleagues, [INDIVIDUAL] and [INDIVIDUAL] several weeks ago and further working with us on the term sheet to support our discussions going forward. This letter of intent (this “LOI”), together with the executed term sheet referenced above and attached hereto as Exhibit A (the “Term Sheet”), the same of which has been acknowledged via signature by the parties and fulfills Section 5 as set forth therein, and Exhibit B attached hereto sets forth certain nonbinding understandings and certain binding agreements between [COMPANY], an [STATE] corporation (“[COMPANY]”), and [COMPANY], an [STATE] limited liability company (“[COMPANY]”), with respect to (i) a proposed white-label/co-brand/investment transaction and (ii) the execution of such other documents as [COMPANY] and [COMPANY] determine are appropriate, on the terms and subject to the conditions set forth below in this LOI (collectively, the entire relationship between [COMPANY] and [COMPANY] being referred to as the “Proposed Transaction”).

I. NONBINDING UNDERSTANDINGS

The following numbered paragraphs reflect the parties’ current understanding of the matters described herein, and shall confirm the discussions to date between the parties hereto, but do not constitute a definitive statement of, or a legally-binding commitment on the part of, any party with respect to the matters described therein and do not impose on any party to conclude any such agreement, commitment or the Proposed Transaction. For purposes of this LOI, any monetary references made herein are in United States dollars.

Description of Proposed Transaction. [COMPANY] has developed and/or acquired certain technology relating to: (a) the processing and production of hemp-derived Cannabidiol or CBD, and (b) the processing and integration of such ingredients into certain oils and media for consumption, ingestion and use. [COMPANY] has developed certain genetic tests in the form of home-collection kits that involve [COMPANY]’s patent-pending technology and related reports (hereinafter referred to as the “Products”). As more fully set forth in the Term Sheet and Exhibit B (the “Additional Transaction Terms”), the parties intend to establish a strategic partnership to (i) market and sell [COMPANY]’s Products to provide recommendations to customers interested in using CBD and related compounds for relief of certain conditions; (ii) use the information provided by [COMPANY] tests to recommend certain CBD and related compounds produced and sold by [COMPANY] to customers of [COMPANY] and [COMPANY]; and (iii) provide educational information to customers of [COMPANY] and [COMPANY].