Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 7, 2024

BOREALIS FOODS INC.

(Exact name of Registrant as Specified in its Charter)

Ontario		001-40778		98-1638988
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1540 Cornwall Rd. #104 Oakville, Ontario		L6J 7W5
(Address of Principal Executive Offices)		(Zip Code)

(905) 278-2200

Registrant’s telephone number, including area code

Oxus Acquisition Corp.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a.12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	BRLS	Nasdaq Capital Market
Warrants	BRLSW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

Overview

This Current Report on Form 8-K is being filed to report matters under items 1.01, 2.01, 2.02, 3.03, 4.01, 5.01, 5.02, 5.03, 5.05, 5.06, 7.01, 8.01, and 9.01 of Form 8-K.

On February 7, 2024 (the “Closing Date”), Borealis Foods Inc., a corporation incorporated under the laws of Canada (“Borealis”), Oxus Acquisition Corp., a Cayman Islands exempted company (“Oxus”), and 1000397116 Ontario Inc., an Ontario corporation and a wholly owned subsidiary of Oxus (“Newco”), consummated the transactions (collectively, the “Transaction”) contemplated by the Business Combination Agreement, dated as of February 23, 2023, by and among Borealis, Oxus, and Newco (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”) by means of a statutory arrangement (the “Arrangement”) under the Canada Business Corporations Act and the Business Corporations Act (Ontario), implemented in accordance with the terms and conditions set forth in the Business Combination Agreement and the plan of arrangement attached as Exhibit B thereto (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Plan of Arrangement”) and which is incorporated herein by reference, following the approval at an extraordinary general meeting of the shareholders of Oxus held on February 2, 2024 (the “Special Meeting”).

Pursuant to the terms of the Business Combination Agreement, among other things: (i) Oxus domesticated and continued as a corporation under the laws of Ontario, Canada (“New Oxus”); and (ii) pursuant to the Plan of Arrangement, (a) Newco and Borealis amalgamated (the “Borealis Amalgamation”, and the amalgamated corporation resulting therefrom, “Amalco”), with Amalco surviving the Borealis Amalgamation as a wholly-owned subsidiary of New Oxus; and (b) following the Borealis Amalgamation, New Oxus and Amalco amalgamated (the “New Borealis Amalgamation,” and together with the Borealis Amalgamation, the “Amalgamations,” and the corporation resulting therefrom, “New Borealis,” as a corporation amalgamated under the Business Corporations Act (Ontario)), with New Borealis surviving the New Borealis Amalgamation. New Borealis will continue under the name “Borealis Foods Inc.”

In connection with the Transaction, New Oxus issued an aggregate of 21,378,890 common shares of New Oxus (“New Oxus Common Shares”), which, upon completion of the New Borealis Amalgamation, survived and continued as common shares of New Borealis (the “New Borealis Common Shares,” and the holders thereof upon completion of the Transaction, the “New Borealis Shareholders”).

Conversion and Exchange of Equity in the Transaction.

Upon the closing of the Transaction (the “Closing”), the following occurred:

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The common shares of Borealis (“Borealis Common Shares”) were exchanged for shares of New Borealis Common Shares equal to the quotient of (a) $150,000,000 minus Borealis’ Closing Net Indebtedness, as agreed to by the parties, of $17,000,000, which equals $133,000,000, divided by (b) $10.00 (the “Aggregate Transaction Consideration”).

●

Each Borealis Common Share was exchanged for 0.0661 of a New Borealis Common Share, which is equal to the quotient obtained by dividing the Aggregate Transaction Consideration by the aggregate number of Borealis Common Shares issued and outstanding immediately prior to the Borealis Amalgamation.

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As of the Closing Date, the Aggregate Transaction Consideration was 13,300,000 New Oxus Common Shares, and was based on 201,206,834 Borealis Common Shares issued and outstanding, with an exchange rate of 0.0661, which the process is described in the final prospectus and definitive proxy statement, dated January 16, 2024 (the “Proxy Statement/Prospectus”) filed by Oxus with the Securities and Exchange Commission (the “SEC”), which is incorporated herein by reference.

A description of the Transaction and the terms of the Business Combination Agreement are included in the Proxy Statement/Prospectus in the section titled “The Business Combination – The Business Combination Agreement” beginning on pages 2 and 107, respectively, of the Proxy Statement/Prospectus.

The foregoing description of the Business Combination Agreement is a summary only, does not purport to be complete and is qualified in its entirety by the full text of the Business Combination Agreement, which is incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement.

Shareholder Support Agreements

Concurrently with the execution of the Business Combination Agreement, Borealis entered into Shareholder Support Agreements with Oxus and certain Borealis shareholders. Pursuant to the Shareholder Support Agreements, among other things, such Borealis shareholders agreed to vote their Borealis Common Shares in favor of the Transaction and not to sell or transfer their Borealis Common Shares.

The Shareholder Support Agreements are described in the Proxy Statement/Prospectus in the sections entitled “Certain Agreements Related to the Business Combination– Shareholder Support Agreements” beginning on pages 5 and 121, respectively, of the Proxy Statement/Prospectus.

The foregoing description of the Shareholder Support Agreements does not purport to be complete and is qualified in its entirety by the full text of the form of the Shareholder Support Agreements, which is incorporated herein by reference.

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, Borealis entered into a Sponsor Support Agreement with Oxus and Oxus Capital Pte Ltd. (the “Sponsor”), pursuant to which, among other things, the Sponsor agreed to (A) vote its Founder Shares in favor of the Transaction and the Oxus Proposals, (B) not redeem its Founder Shares, (C) waive certain of its anti-dilution rights, (D) convert the Sponsor Convertible Notes, and (E) forfeit certain Sponsor Founder Shares as a part of incentive equity compensation for directors, officers and employees of Borealis.

The Sponsor Support Agreement is described in the Proxy Statement/Prospectus in the section titled “Certain Agreements Related to the Business Combination Agreement – Sponsor Support Agreement” beginning on pages 5 and 121, respectively, of the Proxy Statement/Prospectus.

The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the full text of the Sponsor Support Agreement, which is incorporated herein by reference.

Third Amended and Restated Promissory Note

On February 7, 2024, New Borealis and the Sponsor entered into a Promissory Note (the “Sponsor Note”), which amends, replaces, and supersedes in its entirety the Second Amended and Restated Promissory Note, dated October 2, 2023 (the “Original Sponsor Note”), pursuant to which Oxus was granted the right to borrow up to an aggregate principal amount of $6,000,000. The Sponsor Note’s principal shall be payable on the one-year anniversary of the Sponsor Note. The Sponsor Note was amended and restated to extend the maturity date from the Closing Date to February 7, 2025, and to include an assumption of liabilities to constitute a drawdown of the principal.

The foregoing description of the Original Sponsor Note does not purport to be complete and is qualified in its entirety by the full text of the Original Sponsor Note, which is incorporated herein by reference. The foregoing description of the Sponsor Note does not purport to be complete and is qualified in its entirety by the full text of the Sponsor Note, which is incorporated herein by reference, a copy of which is attached hereto as Exhibit 10.11.

Registration Rights Agreements

At Closing, the Sponsor, Oxus directors, certain Borealis shareholders, and certain Borealis directors and officers (the “Holders”) entered into Registration Rights Agreements, pursuant to which Oxus will be obligated to file a registration statement to register the resale of certain securities of Oxus held by the Holders. The Registration Rights Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.

The terms of the Registration Rights Agreements described in the Proxy Statement/Prospectus in the section titled “Certain Agreements Related to the Business Combination Agreement – Registration Rights Agreements” beginning on pages 5 and 121 respectively, of the Proxy Statement/Prospectus.

The foregoing description of the Registration Rights Agreements does not purport to be complete and is qualified in its entirety by the full text of the form of the Registration Rights Agreements, which is incorporated herein by reference.

Lock-Up Agreements

At Closing, the Holders entered into Lock-Up Agreements, pursuant to which (A) 50% of the New Borealis Common Shares held by either a director, officer, or 5% or greater holder party to such agreements (the “Restricted Securities”) will be locked-up during the period commencing from Closing and ending on the earlier to occur of (i) 12 months after the date of the Closing and (ii) the date on which the closing price of New Borealis Common Shares equals or exceeds $12.00 per share (as adjusted to take into account any stock split, stock dividend, reverse stock split, recapitalization or similar event) for any 20 trading days within a 30-trading day period starting after the Closing, and (B) 50% of the Restricted Securities will be locked-up during the period commencing from Closing and ending on 12 months after the date of Closing, subject to certain specifications and exceptions.

The terms of the Lock-Up Agreements are described in the Proxy Statement/Prospectus in the section titled “Certain Agreements Related to the Business Combination Agreement – Lock-Up Agreements” beginning on pages 5 and 121, respectively.

The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by the full text of the form of the Lock-Up Agreements, which is incorporated herein by reference.

New Investor Note Purchase Agreements

In accordance with the terms of the Business Combination Agreement, Borealis executed New Investor Note Purchase Agreements with certain investors. On February 8, 2023, a New Investor Note Purchase Agreement for an amount of $20,000,000 was executed by Belphar Ltd. (the “Belphar Note”). On March 3, 2023, a New Investor Note Purchase Agreement for an amount of $5,000,000 was executed by Saule Algaziyeva (the “Saule Note”). On November 15, 2023, a New Investor Note Purchase Agreement for an amount of $2,000,000 was executed by Aman Murat Baikadamuly (the “Aman Note”). On January 30, 2024, a New Investor Note Purchase Agreement for an amount of $3,000,000 was executed by GSS Overseas LTD. (the “GSS Note,” and collectively with the Belphar Note, the Saule Note, and the Aman Note, the “New Investor Note Purchase Agreements”). The amount of the Minimum Cash Condition set forth in the Business Combination Agreement was reduced by any cash amounts received by Borealis prior to the Closing in connection with (A) the New Investor Convertible Note Financing, including $30,000,000 received through January 30, 2024, or (B) any Permitted Company Financing. All New Investor Convertible Notes issued pursuant to the New Investor Note Purchase Agreements converted into 4,163,510 New Borealis Common Shares immediately following the New Borealis Amalgamation.

The terms of the New Investor Note Purchase Agreements are described in the Proxy Statement/Prospectus in the section titled “Certain Agreements Related to the Business Combination– New Investor Note Purchase Agreements” beginning on pages 5 and 121, respectively.

The foregoing description of the New Investor Note Purchase Agreements does not purport to be complete and is qualified in its entirety by the full text of the Belphar Note and the Saule Note, each of which is incorporated herein by reference, and the Aman Note and the GSS Note, copies of which are attached hereto as Exhibits 10.8 and 10.9, respectively.

Belphar Ltd. Board Nomination Agreement

On February 7, 2024, a Board Nomination Agreement was entered into by New Borealis and Belphar Ltd. (“Belphar”) effective upon Closing. Such agreement provides that, so long as Belphar and its affiliates continue to beneficially own or control at least eight percent (8%) of the issued and outstanding New Borealis Common Shares, Belphar has the right to designate one nominee for election to the board of directors of New Borealis (the “New Borealis Board”). Among other things, Belphar’s nominee must: (A) meet the qualification requirements to serve as a director under the Business Corporations Act (Ontario), applicable U.S. securities laws and/or the applicable rules of any stock exchange on which the New Borealis Common Shares are listed; (B) be an independent director pursuant to the requirements of the Nasdaq Capital Market ( “Nasdaq”); and (C) substantially satisfy the recommendations for director nominees in Institutional Shareholder Services’ and Glass Lewis’ proxy voting guidelines applicable to New Borealis in effect from time to time. Belphar’s initial nominee is Shukhrat Ibragimov.

The foregoing description of the Board Nomination Agreement does not purport to be complete and is qualified in its entirety by the full text of the Board Nomination Agreement, which is incorporated herein by reference.

Indemnification Agreements

On the Closing Date, New Borealis entered into indemnification agreements with each of its directors and executive officers. These indemnification agreements provide the directors and executive officers of New Borealis with contractual rights to indemnification and advancement of certain expenses incurred by such director or executive officer in any action or proceeding arising out of his or her services as one of New Borealis’ directors or executive officers.

The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by the full text of the form of indemnification agreement, a copy of which is attached hereto as Exhibit 10.13.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01 of this Current Report on Form 8-K.

FORM 10 INFORMATION

Item 2.01(f) of this Current Report on Form 8-K states that if the predecessor registrant was a shell company, as Oxus was immediately before the Transaction, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, New Borealis is providing the information below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Transaction unless otherwise specifically indicated or the context otherwise requires.

Forward-Looking Statements.

Certain statements in this Current Report on Form 8-K and in documents incorporated herein by reference may constitute “forward-looking statements” for purposes of the federal securities laws. New Borealis’ forward-looking statements include, but are not limited to: statements regarding New Borealis management team’s expectations, beliefs, intentions, projections and predictions, future plans, strategies and tactics, anticipated events or trends and similar expressions concerning factual matters that are not historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, respective capital resources, or performance, including any underlying assumptions, are forward-looking statements.

In some cases, you can identify forward-looking statements by the following words: “approximately,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “seeks,” “would” or the negative version of these words or other comparable words or phrases and similar expressions, although the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements in the Proxy Statement/Prospectus may include, but are not limited to, for example, statements about: changes in New Borealis’ strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, and plans; and expansion plans and opportunities.

These forward-looking statements are based on information available as of the date of this Current Report on Form 8- K, and current expectations, forecasts, and assumptions, and involve a number of judgments, risks, and uncertainties and are not predictions of actual performance. Accordingly, forward-looking statements should not be relied upon as representing New Borealis’ views as of any subsequent date, and New Borealis does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

These forward-looking statements are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability regarding future performance, events, or circumstances. Many of the factors affecting actual performance, events, and circumstances are beyond the control of New Borealis. As a result of a number of known and unknown risks and uncertainties, New Borealis’ actual results or performance may be materially different from those expressed or implied by these forward-looking statements.

Some factors that could cause actual results to differ include:

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Borealis’ limited operating history makes it difficult to evaluate its business and prospects;

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Borealis may be unable to execute its business plan or maintain its competitive position and high-level customer satisfaction if Borealis fails to maintain adequate operational and financial resources, particularly if Borealis continues to grow rapidly;

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a significant portion of Borealis’ revenue is concentrated with a limited number of customers;

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adverse climate conditions may have an adverse effect on Borealis’ business. Borealis may take various actions to mitigate its business risks associated with climate change, which may require Borealis to incur substantial costs and may not be successful, due to, among other things, the uncertainty associated with the longer-term projections associated with managing climate risks;

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Borealis’ dependence on suppliers may materially adversely affect its operating results and financial position;

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manufacturing and production forecasts are based on multiple assumptions. Borealis must adequately estimate its manufacturing capacity and inventory supply. If Borealis overestimates its demand and overbuilds its capacity or inventory, it may have significantly underutilized assets. Underutilization of Borealis’ manufacturing facilities can adversely affect its gross margin and other operating results;

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Borealis may experience volatility in costs for ingredients and packaging due to conditions that are difficult to predict;

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Borealis’ future success will depend, in part, on its ability to maintain its technological leadership, enhance its current food products, develop new food products that meet changing customer needs and preferences, advertise and market its food products, and influence and respond to emerging industry standards and other technological changes on a timely and cost-effective basis;

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Borealis’ business depends on its use of proprietary technology relying heavily on laws to protect;

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New Borealis’ management team has limited experience managing a public company;

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U.S. shareholders may not be able to obtain judgments or enforce civil liabilities against us or our executive officers or the New Borealis Board; and

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New Borealis will incur significant increased costs as a result of operating as a public company, and its management will be required to devote substantial time to new compliance initiatives.

Other risks and uncertainties indicated in this Current Report on Form 8-K, including those under “Risk Factors” herein, and other filings that have been made or will be made with the SEC by New Borealis.

These statements are based upon information available to New Borealis, as the case may be, as of the date of this Current Report on Form 8-K, and while New Borealis, as the case may be, believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that such party has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Please see the other risks and uncertainties set forth in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 26 of the Proxy Statement/Prospectus and is incorporated herein by reference.

Business and Properties.

The business and properties of Borealis and Oxus prior to the Transaction are described in the Proxy Statement/Prospectus in the sections titled “Information About Borealis” and “Information About Oxus” beginning on pages 171 and 191, respectively, and such descriptions are incorporated herein by reference.

Risk Factors.

The risks associated with Borealis’ business are described in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 26, and are incorporated herein by reference.

Financial Information of Borealis.

The selected statement of operations data and cash flows data for the nine months ended September 30, 2023 and September 30, 2022, and fiscal year ended December 31, 2022 and December 31, 2021, and the selected balance sheet data as of September 30, 2023, December 31, 2022, and December 31, 2021 are described in the Proxy Statement/Prospectus in the section titled “Selected Historical Financial Data of Borealis” beginning on page 20, and that information is incorporated herein by reference.

Deferred Transaction Fees

In connection with the Closing, New Borealis deferred a majority of the Closing Transaction Fees (as defined in the Business Combination Agreement) to the first anniversary of the Closing Date or an earlier date in the event of the occurrence of specified events.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Management’s Discussion and Analysis of Financial Condition and Results of Operations of Borealis for the nine months ended September 30, 2023 and 2022 and for the years ended December 31, 2022 and 2021 is included in the Proxy Statement/Prospectus beginning on page 182, and is incorporated herein by reference.

The Management’s Discussion and Analysis of Financial Condition and Results of Operations of Oxus for the nine months ended September 30, 2023 and 2022 and for the year ended December 31, 2022 and 2021 is included in the Proxy Statement/Prospectus beginning on page 201, and is incorporated herein by reference.

Directors and Executive Officers.

New Borealis’ directors and executive officers after the Closing are set forth in the table below, with each person’s biography and familial relationship, if any, described in the Proxy Statement/Prospectus in the section titled “Management of New Borealis After the Business Combination,” beginning on page 206, which section of the Proxy Statement/Prospectus is incorporated herein by reference.

Directors and Executive Officers	Age	Position/Title
Reza Soltanzadeh	51	Director and Chief Executive Officer
Barthelemy Helg	58	Non-executive Chairman and Directors
Pouneh Rahimi	56	Chief Legal Officer
Stephen Wegrzyn	59	Chief Financial Officer
Matt Talle	62	Chief Strategy Officer
Henry Wong	57	Chief Marketing Officer
Ertharin Cousin	66	Director
Shukhrat Ibragimov	37	Director
Kanat Mynzhanov	40	Director
Steven Oyer	68	Director
Shiv Vikram Khemka	61	Director

Biographical information concerning the directors and executive officers listed above is set forth below.

Reza Soltanzadeh, M.D. is a co-founder of Borealis and has served as its Chief Executive Officer and a member of Borealis’ board of directors since July 2019. Prior to founding Borealis, Dr. Soltanzadeh served as the Chief Executive Officer of IIIC Investment Group, an emerging markets multibillion-dollar food-focused buyout firm, from February 2003 to May 2016. Dr. Soltanzadeh has continued to serve as a founder and partner of Z Ventures, Inc., an early-stage green technology investment company, since its founding in March 2008. Dr. Soltanzadeh obtained his M.D. from the University of Manipal, India. Dr. Soltanzadeh is qualified to serve on the New Borealis Board due to his business and technical expertise, along with his strategic insight into Borealis’ business as its current Chief Executive Officer.

Barthelemy Helg is a co-founder of Borealis and has served as the Chairman of Borealis’ board of directors since July 2019. Mr. Helg has served as Chairman of Dara Capital AG, a FINRA and SEC registered investment advisory and wealth management company since March 2015. Mr. Helg currently serves as a Director of AB2 Bio Ltd, a biotech company he co-founded focused on treatment of rare autoimmune diseases since July 2010. Mr. Helg served as Managing Partner of Lombard Odier & Co, where he was a member of the Finance Risk and Credit committees, from April 2000 to December 2006. Prior to that, he was Vice President for Mergers and Acquisitions of Nestle S.A. from January 1998 to March 2000. Mr. Helg began his carrier as an investment banker at Goldman Sachs. Mr. Helg obtained his M.L. from the University of Geneva, Switzerland, his L.L.M. from New York University and an MBA from Harvard Business School. He is also admitted to the New York Bar. Mr. Helg is qualified to serve on the New Borealis Board due to his extensive experience working with entrepreneurial companies and his experience in the food industry.

Pouneh Rahimi has served as Borealis’ Chief Legal Officer since July 2019. Ms. Rahimi also serves as legal counsel at Rahimi Law Office, a position she has held since September 2003. In this role, Ms. Rahimi serves as part-time general counsel to select technology companies, addressing their day-to-day legal matters arising in connection with ongoing operations including negotiation of strategic contracts and technology licensing. Ms. Rahimi has over 25 years of experience working with companies in the high-tech industry both as a lawyer and trusted business advisor. Ms. Rahimi’s practice has focused on general corporate and business matters including corporate governance and compliance, intellectual property development and licensing, trademarks (in the U.S. and Canada), and private debt and equity financing. Earlier in her career, Ms. Rahimi served as a general counsel to MRO Software, Inc. formally a publicly traded company on Nasdaq, as well as a corporate associate at Nixon Peabody LLP. Ms. Rahimi obtained her J.D. from the New England School of Law and her B.A. from McGill University. Ms. Rahimi is licensed to practice law in New York, Massachusetts, and Ontario.

Steve Wegrzyn has served as Borealis’ Chief Financial Officer since July 2020. Prior to joining Borealis, Mr. Wegrzyn served as the Interim Chief Financial Officer and Integration Specialist for Shed Financial Services, a financial services company, from January 2019 to July 2020. Prior to Shed Financial Services, Mr. Wegrzyn served as Chief Financial Officer for Diesel Laptops, an automotive software company, from January 2018 to November 2018. Mr. Wegrzyn held several interim CFO consulting positions from January 2015 to March 2018 in various industries including computer manufacturing, chemical manufacturing, waste transportation, trucking, and food manufacturing. Mr. Wegrzyn began his career as an accountant at Ernst and Young. Mr. Wegrzyn obtained his B.S. in Accounting and Finance from the Darla Moore School of Business of the University of South Carolina.

Matt Talle has served as Chief Strategy Officer of Palmetto Food Group (a subsidiary of Borealis) since January 2020. Prior to joining Palmetto Food Group, Mr. Talle held multiple leadership roles with increasing responsibility at Nissin Foods U.S. where he worked for 30 years. During his tenure at Nissin Foods, Mr. Talle served as Vice President of Business Development from June 2015 to December 2019, as Executive Vice President, Board of Director from March 2010 to June 2015, and from March 2008 to June 2010, Mr. Talle served as of Vice President of sales and Marketing. Mr. Talle obtained his B.S., Ag-Business from California Polytechnic University.

Henry Wong has served as Chief Marketing Officer of Palmetto Food Group (a subsidiary of Borealis) since 2021. Mr. Wong has also served as President and Creative Strategist of Vyoo Brand + Content, a branding and marketing agency, since September 2016. His past experience also includes being Sr. VP of Global Ad Agency Saatchi & Saatchi as well as marketing for such food brands as Maple Leaf Foods, P&G, and Hormel Foods. Mr. Wong holds bachelor degrees from Toronto Metropolitan University and the University of Toronto in Media Studies and Film.

Ertharin Cousin became a director of New Borealis on February 7, 2024 pursuant to the terms of the Plan of Arrangement. Since September 2019, Ms. Cousin has served as Founder, President and Chief Executive Officer of Food Systems For The Future Institute, a non-profit organization to catalyze, enable and scale market-driven agtech, foodtech, and food innovations, and also as Visiting Scholar, Spogli Institute for the Study of International Relations, Center for Food and Environment at Stanford University. She has served as Distinguished Fellow of The Chicago Council on Global Affairs, a global affairs think tank, since June 2017. Ms. Cousin previously served at Stanford University as Payne Distinguished Lecturer and Visiting Fellow, Spogli Institute for the Study of International Relations, Center for Food and Environment from September 2017 to June 2019. From April 2012 to April 2017, Ms. Cousin served as Executive Director of the United Nations World Food Programme, the food-assistance branch of the United Nations, and she served as Ambassador and Permanent Representative to the United Nations Food and Agriculture Agencies on behalf of the U.S. Department of State from August 2009 to April 2012. Ms. Cousin previously served in a variety of executive roles between 1987 and 2009, including Founding President and Chief Executive Officer of The Polk Street Group, a management services company; Executive Vice President and Chief Operating Officer of America’s Second Harvest; Senior Vice President, Public Affairs for Albertsons Companies; White House Liaison and Special Advisor to the Secretary for the 2016 Olympics for the U.S. Department of State; and Assistant Attorney General for The State of Illinois. Ms. Cousin currently serves a member of the Supervisory Board of Bayer AG and the Board of Directors of Mondelez International, Inc. Ms. Cousin earned a B.A. at the University of Illinois at Chicago and received her J.D. from the University of Georgia School of Law.

Shukhrat Ibragimov became a director of New Borealis on February 7, 2024 pursuant to the terms of the Plan of Arrangement. Mr. Ibragimov serves as member of the Board of Directors of Eurasian Resources Group (ERG), a leading natural resources (ferrochrome, iron, aluminum) company with the integrated mining, processing, energy, logistics and marketing operations based mainly in Kazakhstan and operating globally (extraction and processing of metals), since March 2021. Prior to his appointment to the Board of Directors of ERG, Mr. Ibragimov served as ERG’s Head of Business Development since 2015. Mr. Ibragimov currently also serves as member of the Boards of Directors of Eurasia Insurance Company JSC, Eurasian Financial Company JSC, Eurasian Bank JSC. In 2020, Mr. Ibragimov founded Eurasian Space Ventures LLP (ESV) based in Kazakhstan, venture fund investing in startups in aerospace industry. Through ESV, Mr. Ibragimov controls BITEEU, a cryptocurrency exchange operating globally. Mr. Ibragimov also is a co-founder of SPRK Music, a music platform that helps musicians to be discovered via a dedicated platform. Mr. Ibragimov graduated from the European Business School London with bachelor degree and the Beijing Language and Culture University with masters’ degree.

Kanat Mynzhanov became a director of New Borealis on February 7, 2024 pursuant to the terms of the Plan of Arrangement. Mr. Mynzhanov has served as Oxus’ Chief Executive Officer and director since Oxus’ inception in February 2021. Mr. Mynzhanov led and co-founded a hedge fund, Bellprescot Prime Fund, and asset management firm Bellprescot Asset Management in September 2016. He served as the director of the investment advisory firm, Bellprescot Ltd. from September 2016 until April 2021. He served as the chief investment officer of Bellprescot Asset Management from September 2016 to June 2020. The hedge fund’s primary focus of investments was technology driven public companies with leading and disruptive products and service, including internet of things and cloud, autonomous driving, artificial intelligence, machine learning, semiconductors, cybersecurity and robotics. Since 2018, Mr. Mynzhanov advised on several private equities deals in fintech (payments, remittances and alternative financing), mobility (including EV battery metals and EV battery technology) and structured products, including tokenization and syndicated co-lending. Prior to founding the hedge fund, Mr. Mynzhanov served as the head of investments at Kazatomprom-Damu, an investment subsidiary of NAC Kazatomprom JSC, where he led and mentored a team of highly skilled investment managers responsible for mergers and acquisitions, joint ventures and business development across metals & mining, rare metals and alternative energy industries. Mr. Mynzhanov joined NAC Kazatomprom JSC in 2014 as an investment manager and during his time, he oversaw numerous projects and established strong connections with some of the largest global firms in the industry. From March 2011 to March 2014, Mr. Mynzhanov consulted and led the business development of a tungsten concentrate producer in CIS region. From November 2008 to March 2011, Mr. Mynzhanov led and participated in operational, commercial and investment management of oil tankers firm in London. Over the years, Mr. Mynzhanov consulted for various firms, including those in the metals and mining sector, on raising capital through initial public offerings, as well as restructuring and various business developments. Mr. Mynzhanov holds a Master of Science from University of Westminster.

Steven Oyer became a director of New Borealis on February 7, 2024 pursuant to the terms of the Plan of Arrangement. Mr. Oyer is a seasoned finance executive with over 40 years of business and investment experience. Since January 2023, Mr. Oyer served as the Managing Partner of Sustainable Finance Partnerships (SFP) where he advises companies in capital transactions and business development. Prior to that, Mr. Oyer served as Chief Executive Officer of i(x) Net Zero, a publicly traded holding company focused on energy transition and sustainability. From September 2015 to February 2018, Mr. Oyer served as Senior Vice President at Lazard Asset Management where he led their Global Family Office Advisory Group. Mr. Oyer’s experience includes a senior position at the Private Funds Group of Brookfield Asset Management focused on Real Assets and Renewable Investments. Additionally, Mr. Oyer served as interim Chief Executive Officer and led the restructuring of Saflink Corporation, a NASDAQ listed biometric software company. Mr. Oyer served as a board member and audit chair of Salton, Inc., a designer, marketer, manufacturer, and distributor of a broad range of branded small appliances. Mr. Oyer was the founder of Quake Capital, an accelerator that fosters early-stage ventures led by student and faculty entrepreneurs from university ecosystems and still serves in an advisory capacity. Mr. Oyer is currently a board member of The Truth Initiative, a nonprofit public health organization committed to tobacco use prevention and nicotine addiction. He also has served as a member of the investment committee for the Florida Atlantic University’s Foundation. Mr. Oyer attended the University of Massachusetts.

Shiv Vikram Khemka became a director of New Borealis on February 7, 2024 pursuant to the terms of the Plan of Arrangement. Mr. Khemka has served as one of Oxus’ independent directors commencing since September 2021. Mr. Khemka is a vice-chairman of SUN Group, a 120-year-old family enterprise comprised of both operating and investment companies. He has served as a vice-chairman of SUN Group since 1990. SUN Group is active in asset management, natural resources, green infrastructure and high technology. SUN has partnered to establish SUN Mobility, an energy tech company focused on becoming a leader in EV energy. SUN is also a significant investor in a leading EV solid state battery manufacturer. The group has been active in various regions around the world, including India, the Middle East, Central and South-East Asia. Mr. Khemka is the chairman of the Entrepreneurship Sports Generation, also executive chairman of the Global Education and Leadership Foundation. He is currently a member of the board of governors at Junior Achievement Worldwide and is a member of the Leadership Council at the Brooking Centre for Universal Education. The World Economic Forum elected Mr. Khemka a “Global Leader for Tomorrow” and he was also a member of the organization’s Global Agenda Council on Education. He has served on both the Brown University and Yale University’s President’s Councils. Mr. Khemka has also served as a board member on the Stanford Philanthropy and Civic Society (PACS) centre. He is currently a founding member of V20, a global community of values experts and practitioners that engage with G20, and is the chairman of Aikido Aikikai Foundation of India. He was awarded the Dr. Jean Mayer Global Citizenship Award from Tufts University, the Outstanding Contribution to Education Prize and the India Alumni Award from the Wharton School of Business. Mr. Khemka studied at Eton College, earned a BA in economics from Brown (1985), an MBA/MA with distinction from the Wharton School of Business and the Lauder Institute at the University of Pennsylvania (1990).

Belphar Board Nomination Agreement

The information set forth in the Item 1.01 above with respect to the Belphar Board Nomination Agreement is incorporated by reference into this Item 2.01 of this Current Report on Form 8-K.

Director and Executive Compensation

Information with respect to the compensation of New Borealis’ executive officers is described in the Proxy Statement/Prospectus in the section titled “Executive and Director Compensation” beginning on page 212, which is incorporated herein by reference.

New Borealis will determine the annual compensation to be paid to the members of the New Borealis Board.

Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth information regarding the actual beneficial ownership of New Borealis as of February 7, 2024 by:

●

each person who is the beneficial owner of more than 5% of the issued and outstanding New Borealis Common Shares; and

●

each of New Borealis’ named executive officers and directors.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days of February 7, 2024.

The beneficial ownership of New Borealis is based on 21,378,890 New Borealis Common Shares issued and outstanding as of February 7, 2024, immediately following the Closing of the Transaction.

Unless otherwise indicated, New Borealis believes that all persons named in the table below have sole voting and investment power with respect to all Borealis Common Shares beneficially owned by them. To our knowledge, no New Borealis Common Shares beneficially owned by any executive officer or director have been pledged as security.

The following table illustrates varying ownership levels in New Borealis with the percentage of outstanding shares based on New Borealis Common Shares:

Name and Address of Beneficial Owner	Number of shares		% of Total Voting Power
*Directors and Named Executive Officers of New Borealis⁽¹⁾*
Reza Soltanzadeh⁽²⁾		3,660,452		17.121	%
Barthelemy Helg⁽³⁾		3,205,556		14.994	%
Stephen Wegrzyn⁽⁴⁾		33,046		*
Pouneh Rahimi⁽⁵⁾		—		*
Matt Talle⁽⁶⁾		80,962		*
Henry Wong⁽⁷⁾		14,334		*
Kanat Mynzhanov⁽⁸⁾		200,000		*
Shiv Vikram Khemka⁽⁹⁾		50,000		*
Shukhrat Ibragimov⁽¹⁰⁾		3,224,880		15.084	%
Steven Oyer		—		—
Ertharin Cousin		—		—
All directors and executive officers as a group (11 individuals)		10,469,230		49.87	%
Five or more Percent Holders
Reza Soltanzadeh⁽²⁾		3,660,452		17.121	%
Leila Rasoulian⁽¹³⁾		3,660,452		17.121	%
Oxus Capital Pte.⁽¹¹⁾		5,352,477		25.036	%
Belphar Ltd.⁽¹²⁾		2,848,955		13.326	%
Barthelemy Helg⁽³⁾		3,205,556		14.994	%

less than 1%

(1)

Unless otherwise noted, the business address of each of the following entities or individuals is c/o Borealis Foods Inc., 1540 Cornwall Road, Suite 104, Oakville, Ontario L6J 7W5.

(2)

Consists of (i) 3,532,505 Common Shares held by Zagros Alpine Capital ULC and (ii) 127,947 Common Shares held by Z Ventures Inc. Reza Soltanzadeh is the President of Zagros Alpine Capital ULC and Z Ventures Inc. Leila Rasoulian is the spouse of Mr. Soltanzadeh. Mr. Soltanzadeh and Ms. Rasoulian may be deemed to share beneficial ownership of all the Common Shares held by Zagros Alpine Capital ULC and Z Ventures Inc. Mr. Soltanzadeh and Ms. Rasoulian may be deemed to have joint voting and dispositive power over the shares held by Zagros Alpine Capital ULC and Z Ventures Inc.

(3)

Consists of 3,205,556 Common Shares.

(4)

Consists of 33,046 Common Shares.

(5)	Does not include of 192,368 Common Shares held by Zagros Alpine Capital ULC. Ms. Rahimi does not have voting or dispositive power over the shares held by Zagros Alpine Capital ULC.

(6)	Consists of 80,962 Common Shares. Does not include 133,703 Common Shares held by Zagros Alpine Capital ULC. Mr. Talle does not have voting or dispositive power over the shares held by Zagros Alpine Capital ULC.

(7)

Consists of 14,334 Common Shares.

(8)

Consists of 200,000 Common Shares.

(9)

Consists of 50,000 Common Shares.

(10)

Consists of (i) 2,848,955 Common Shares held by Belphar Ltd. and (ii) 375,925 Common Shares held by GSS Overseas LTD. Mr. Ibragimov is the sole shareholder of Belphar Ltd. and GSS Overseas LTD. and has sole voting and dispositive power over the shares of Belphar Ltd. and GSS Overseas LTD.

(11)

Consists of 5,352,477 Common Shares. Kenges Rakishev is the controlling shareholder.

(12)	Consists of 2,848,955 Common Shares. Mr. Ibragimov is the controlling shareholder.

(13)

Consists of (i) 3,532,505 Common Shares held by Zagros Alpine Capital ULC and (ii) 127,947 Common Shares held by Z Ventures Inc. Reza Soltanzadeh is the spouse of Ms. Rasoulian. Ms. Rasoulian and Mr. Soltanzadeh may be deemed to share beneficial ownership of all the Common Shares held by Zagros Alpine Capital ULC and Z Ventures Inc. Ms. Rasoulian and Mr. Soltanzadeh may be deemed to have joint voting and dispositive power over the shares held by Zagros Alpine Capital ULC and Z Ventures Inc.

Certain Relationships and Related Party Transactions, and Director Independence.

Certain relationships and related party transactions are described in the Proxy Statement/Prospectus in the sections titled “Certain Borealis Relationships and Related Person Transactions” and “Certain Oxus Relationships and Related Person Transactions” beginning on pages 216 and 218, respectively, of the Proxy Statement/Prospectus, which are incorporated herein by reference.

Reference is made to the disclosure regarding director independence in the section of the Proxy Statement/Prospectus titled “Management of New Borealis After the Business Combination – Independence of Directors” beginning on page 206 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

The information set forth under “Item 1.01 Entry into a Material Definitive Agreement,” “Shareholder Support Agreement,” “Sponsor Support Agreement,” “Registration Rights Agreements and Lock-Up Agreements,” “New Investor Note Purchase Agreement,” “Board Nomination Agreement,” and “Item 5.02 Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

Legal Proceedings.

There is no material litigation, arbitration, or governmental proceeding currently pending against New Borealis or any members of its management team.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

Market Information and Holders

Oxus’ units, common stock and warrants were historically quoted on the Nasdaq under the symbols “OXUS,” “OXUSU” and “OXUSW,” respectively. The New Borealis Common Shares and the New Borealis Warrants began trading on Nasdaq under the new trading symbols “BRLS” and “BRLSW,” respectively, on February 8, 2024.

As of the Closing Date and following the completion of the Transaction, New Borealis had 21,378,890 New Borealis Common Shares issued and outstanding held of record by 79 holders and 9,300,000 New Borealis Warrants outstanding held of record by 4 holders.

Dividends

New Borealis has not paid any dividends to its shareholders. The New Borealis Board will consider whether or not to institute a dividend policy in the future. The determination to pay dividends will depend on many factors, including, among others, New Borealis’ financial condition, current, and anticipated cash requirements, contractual restrictions and financing agreement covenants, solvency and other tests imposed by applicable corporate law and other factors that the New Borealis Board may deem relevant.

Recent Sales of Unregistered Securities.

Reference is made to the disclosure set forth under Item 3.02 of this Current Report on Form 8-K concerning recent sales of unregistered securities, which is incorporated herein by reference.

Description of Registrant’s Securities.

New Borealis’ Common Shares

A description of New Borealis Common Shares is included in the Proxy Statement/Prospectus in the section titled “Description of New Borealis Securities” beginning on page 221 and is incorporated herein by reference.

New Borealis Warrants

A description of New Borealis Warrants is included in the Proxy Statement/Prospectus in the sections titled “New Borealis Warrants” and “Exercise of New Borealis Warrants” beginning on pages 226 and 132, respectively, and is incorporated herein by reference.

Indemnification of Directors and Officers.

In connection with the Transaction, New Borealis entered into indemnification agreements with each of its directors and officers. These indemnification agreements provide such directors and executive officers with contractual rights to indemnification and expense advancement.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the form of indemnification agreements, a copy of which is attached hereto as Exhibit 10.13 and is incorporated herein by reference.

Financial Statements and Supplementary Data.

The information set forth in Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Changes in Accountants on Accounting and Financial Disclosure

The information set forth under Item 4.01 of this Current Report on Form 8-K is incorporated herein by reference.

Financial Statements and Exhibits

Reference is made to the disclosure set forth under Item 9.01 of this Current Report on form 8-K concerning the financial information of New Borealis.

Item 2.02 Results of Operations and Financial Condition.

Reference is made to the disclosure set forth under Item 9.01 of this Current Report on Form 8-K concerning the financial statements of Borealis and the disclosure contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations of Borealis, is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

Following the Closing, the New Investor Convertible Notes, each of which was issued pursuant to a New Investor Note Purchase Agreement, converted into 4,163,510 New Borealis Common Shares. The New Borealis Common Shares issued pursuant to the New Investor Convertible Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or were issued in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder. Further information regarding the New Investor Convertible Notes is made under the subheading “New Investor Note Purchase Agreements” in Item 1.01 of this Current Report on Form 8-K, which is incorporated in this Item 3.02 by reference.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Each of these transactions was exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (or Regulation S as promulgated thereunder) as transactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the note certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or general advertising.

Further, the issuance of New Borealis Common Shares upon the conversion of the New Investor Convertible Notes is exempt from registration under Section 3(a)(10) of the Securities Act as the examination and approval by the court or governmental entity (either U.S. or foreign) of the fairness of the business combination or exchange offer is deemed to be an adequate substitute for the protection afforded to investors.

Item 3.03 Material Modification to Rights of Security Holders.

Pursuant to the Plan of Arrangement: (a) Articles of Amalgamation were filed for New Borealis (the “Articles”) with the Ministry of Public and Business Service Delivery of Ontario; and (b) New Borealis adopted amended and restated bylaws substantially in the form included in Annex J to the Proxy Statement/Prospectus (the “Bylaws,” and together with the Articles, the “Governing Documents”), in each case effective as of February 7, 2024. Following the Arrangement, existing Oxus shareholders became holders of New Borealis Common Shares and, as such, their rights are governed by the Governing Documents and applicable law.

The material terms of the Governing Documents and the general effect upon the rights of the New Borealis Shareholders are described in the Proxy Statement/Prospectus beginning at page 156 thereof, which is incorporated by reference herein. The foregoing description of the Governing Documents is a summary only and is qualified in its entirety by reference to the complete text of the Articles and the Bylaws, respectively, each of which is incorporated herein by reference.

Item 4.01 Change in Registrant’s Certifying Accountants.

On February 7, 2024, the New Borealis Board approved the appointment of Berkowitz Pollack Brant, Advisors + CPAs (“BPB”) as New Borealis’ independent registered public accounting firm to audit Borealis’ consolidated financial statements for the year ended December 31, 2024. BPB served as the independent registered public accounting firm of Borealis prior to the Transaction. Accordingly, Marcum LLP (“Marcum”), Oxus’ independent registered public accounting firm prior to the Transaction, was informed on February 7, 2024 that it will be dismissed as New Borealis’ independent registered public accounting firm, effective immediately upon the filing of the December 31, 2023 Form 10-K for Oxus, pre-business combination SPAC.

The report of Marcum on Oxus’ balance sheet as of December 31, 2022 and December 31, 2021 and the related statements of operations, changes in shareholders’ (deficit) equity and cash flows for the year ended December 31, 2022 and for the period from February 3, 2021 (inception) through December 31, 2021, did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles, except for an explanatory paragraph in such report regarding the substantial doubt about Oxus’ ability to continue as a going concern.

During the period from February 3, 2021 (inception) through December 31, 2022 and the subsequent interim period through the date of Marcum’s dismissal, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) between Oxus and Marcum on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused it to make reference to the subject matter of the disagreements in its reports on Oxus’ financial statements for such periods.

During the period from February 3, 2021 (inception) through December 31, 2023 and the subsequent interim period through the date of Marcum’s dismissal, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act), except that for the quarter ended September 30, 2023, based upon an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, the Chief Executive Officer and the Chief Financial Officer of Oxus concluded that its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective due to its accounting for complex financial instruments and prepaid expenses. Based on the foregoing, it was determined that Oxus had material weaknesses as of September 30, 2023 relating to its internal controls over financial reporting.

During the period from February 3, 2021 (inception) through December 31, 2022 and the subsequent interim period through the date of Marcum’s dismissal, Oxus and Borealis did not consult with BPB regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the financial statements of Oxus or Borealis, and no written report or oral advice was provided that BPB concluded was an important factor considered by us in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).

New Borealis has provided Marcum with a copy of the foregoing disclosures and has requested that Marcum furnish New Borealis with a letter addressed to the SEC stating whether it agrees with the statements made by New Borealis set forth above. A copy of Marcum’s letter, dated February 13, 2024, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 5.01 Changes in Control of Registrant.

Reference is made to the section of the Proxy Statement/Prospectus entitled “Oxus Shareholder Proposal No. 4 — The Share Issuance Proposal” beginning on page 162 of Proxy Statement/Prospectus, which is incorporated herein by reference. Further reference is made to disclosure in the section titled “Introductory Note” in Item 2.01 of this Current Report on Form 8-K, which is incorporated herein by reference.

Item 5.02 Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the sections titled “Director and Executive Officers” and “Certain Relationships and Related Transactions” in Item 2.01 of this Current Report on Form 8-K and in the section titled “Executive and Director Compensation” beginning on page 212 of the Proxy Statement/Prospectus is incorporated herein by reference.

The New Borealis Board consists of seven (7) members. On February 7, 2024, each of Reza Soltanzadeh, Barthelemy Helg, Kanat Mynzhanov, Shiv Vikram Khemka, Shukhrat Ibragimov, Steven Oyer, and Ertharin Cousin became directors of New Borealis pursuant to the terms of the Plan of Arrangement. Such individuals will serve as directors of New Borealis until the first annual meeting of New Borealis Shareholders following the Transaction or their earlier resignation. Biographical information for these individuals is set forth in Item 2.01 of this Current Report on Form 8-K.

The Committees of the Board of Directors

The New Borealis Board appointed Shiv Vikram Khemka, Kanat Mynzhanov, and Steven Oyer to serve on the Audit Committee, with Mr. Oyer serving as its Chairman. The New Borealis Board appointed Kanat Mynzhanov, Shiv Vikram Khemka, and Steven Oyer to serve on the Nominating and Corporate Governance Committee, with Mr. Oyer serving as its Chairman. The New Borealis Board appointed Kanat Mynzhanov, Shiv Vikram Khemka, and Steven Oyer to serve on the Compensation Committee, with Mr. Khemka serving as the Chairman. Information with respect to Borealis’ Audit Committee, Nominating and Corporate Governance Committee, and Compensation Committee is set forth in the Proxy Statement/Prospectus in the section entitled “Management of New Borealis After the Business Combination – Corporate Governance” beginning on page 209 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

In connection with the consummation of the Transaction, effective upon completion of the Closing, on February 7, 2024: Reza Soltanzadeh was appointed to serve as the Chief Executive Officer; Stephen Wegrzyn was appointed to serve as the Chief Financial Officer, Pouneh Rahimi was appointed to serve as Chief Legal Officer: Matt Talle was appointed to serve as Chief Strategy Officer; and Henry Wong was appointed to serve as Chief Marketing Officer. The biographical information set forth in Item 2.01 of this Current Report on Form 8-K, is incorporated in this section by reference.

New Borealis’ executive compensation program is designed to align with compensation rules applicable to “smaller reporting companies,” as defined in the Exchange Act.

In connection with the Closing, on February 7, 2024, each executive officer and director of New Oxus immediately prior to the Closing resigned from his or her respective positions with the post-combination company, other than any individual that became a director of New Borealis pursuant to the terms of the Plan of Arrangement.

Equity Incentive Plan.

At a special meeting of the Oxus shareholders held on February 2, 2024, the Oxus shareholders considered and approved the Equity Incentive Plan (the “Incentive Plan”). The Incentive Plan was previously approved, subject to shareholder approval, by Oxus’ board of directors on February 2, 2024, and subsequently approved and ratified by the New Borealis Board upon the Closing of the Transaction. The Incentive Plan became effective immediately upon the consummation of the Transaction. The Incentive Plan initially makes available a maximum number of 1,125,869 Borealis Common Shares. The aggregate number of Borealis Common Shares that is (i) issued to an officer, director, 10% stockholder and anyone who possesses material non-public information because of his or her relationship with the company or with an officer, director or principal stockholder of the company (“Insiders”) under the Incentive Plan or any other proposed or established share compensation arrangement within any one-year period will not exceed 10% of the total issued and outstanding Borealis Common Shares subject to the Incentive Plan from time to time and (ii) issuable to a non-employee director under the Incentive Plan during any fiscal year of Borealis may not have a “fair value” as of the date of grant, as determined in accordance with ASC Topic 718 (or any other applicable accounting guidance), that exceeds $300,000 in the aggregate.

A summary of the terms of the Equity Incentive Plan is set forth in the Proxy Statement/Prospectus in the section titled “Oxus Shareholder Proposal No. 5 – The Incentive Plan Proposal” beginning on page 163 of the Proxy Statement/Prospectus and is incorporated herein by reference. Such summary and the foregoing description does not purport to be complete and is qualified in its entirety by reference to the text of the Equity Incentive Plan, which is incorporated herein by reference as Exhibit 10.4 of the Proxy Statement/Prospectus.

Share Issuance Proposal.

At the Special Meeting, the Oxus shareholders considered and approved the Share Issuance Proposal (the “Issuance Proposal”). The Issuance Proposal was previously approved, subject to shareholder approval, by Oxus’ board of directors on February 2, 2024. The Issuance Proposal became effective upon the consummation of the Transaction. Existing holders of Oxus’ Class A Shares and Class B Shares received an aggregate of 6,561,968 Borealis Common Shares. New Oxus issued 13,300,000 New Oxus Common Shares to Borealis shareholders, which survived and continued as New Borealis Common Shares.

A summary of the terms of the Share Issuance Proposal is set forth in the Proxy Statement/Prospectus in the section titled “Oxus Shareholder Proposal No. 4 – The Share Issuance Proposal” beginning on page 162 of the Proxy Statement/Prospectus and is incorporated herein by reference. Such summary and the foregoing description do not purport to be complete and are qualified in their entirety by reference to the text of the Share Issuance Proposal, which is incorporated herein by reference.

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

5.05 Amendments to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

In connection with the Closing of the Transaction, on February 7, 2024 and effective as of such date, the New Borealis Board adopted a new code of business conduct and ethics (the “Code of Ethics”) applicable to directors, officers, and employees of New Borealis and its subsidiaries. New Borealis intends to post any amendments to or any waivers from a provision of the Code of Ethics on its website. The full text of the Code of Ethics is included as Exhibit 14.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.06 Change in Shell Company Status.

As a result of the Transaction, on February 7, 2024, Oxus ceased being a shell company. Reference is made to the disclosure in the Proxy Statement/Prospectus in the section titled “Oxus Shareholder Proposal 1 – The Business Combination Proposal” beginning on page 137 of the Proxy Statement/Prospectus, and such disclosure is incorporated herein by reference. Further reference is made to the information contained in Item 2.01 of this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On February 7, 2024, New Borealis issued a press release announcing the Closing. A copy of the press release is furnished pursuant to Exhibit 99.1 attached hereto to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into filings of the registrant under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired.

The audited consolidated financial statements of Borealis Foods Inc. as of and for December 31, 2022 and December 31, 2021 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-4 of the Proxy Statement/Prospectus and are incorporated herein by reference.

The unaudited consolidated financial statements of Borealis Foods Inc. as and for the nine months ended September 30, 2023 and September 30, 2022 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-19 of the Proxy Statement/Prospectus and are incorporated herein by reference.

The audited consolidated financial statements of Oxus Acquisition Corp. as of and for December 31, 2022 and December 31, 2021 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-35 of the Proxy Statement/Prospectus and are incorporated herein by reference.

The unaudited consolidated financial statements of Oxus Acquisition Corp. as of and for the nine months September 30, 2023 and September 30, 2022 and the related notes are included in the Proxy Statement/Prospectus beginning on page F-55 of the Proxy Statement/Prospectus and are incorporated herein by reference.

The audited consolidated financial statements of Borealis Foods Inc. and Oxus Acquisition Corp. as of and for the year ended December 31, 2023 will be filed by amendment to this Current Report on Form 8-K.

(b)

Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information of the New Borealis as of and for the nine months ended September 30, 2023 and as of and for the year ended December 31, 2022 and the unaudited pro forma combined statement of operations for the year ended December 31, 2022 is included in Exhibit 99.2 and is incorporated herein by reference.

(c)

Exhibits

Exhibit Number		Description
2.1*⁺		Business Combination Agreement, dated as of February 23, 2023, by and among Oxus Acquisition Corp., 1000397116 Ontario Inc., and Borealis Foods Inc. (incorporated by reference to Exhibit 2.1 to Oxus Acquisition Corp.’s Registration Statement on S-4, filed with the SEC on August 14, 2023).
2.2*⁺		Amendment No. 1 to the Business Combination Agreement, dated as of August 11, 2023, by and among Oxus Acquisition Corp., 1000397116 Ontario Inc., and Borealis Foods Inc. (incorporated by reference to Exhibit 2.2 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on October 24, 2023).
2.3*⁺		Amendment No. 2 to the Business Combination Agreement, dated as of January 11, 2024, by and among Oxus Acquisition Corp., 1000397116 Ontario Inc., and Borealis Foods Inc. (incorporated by reference to Exhibit 2.3 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on January 12, 2024).
2.4*⁺		Plan of Arrangement (Amended) (incorporated by reference on Exhibit 10.4 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on October 24, 2023).
3.1*		Form of New Borealis By-Laws (incorporated by reference to Exhibit 10.9 to Oxus Acquisition Corp.’s Registration Statement on S-4, filed with the SEC on August 14, 2023).
3.2*		Form of Borealis Articles of Continuance (incorporated by reference to Exhibit 10.8 to Oxus Acquisition Corp.’s Registration Statement on S-4, filed with the SEC on August 14, 2023).
10.1*⁺		Form of Shareholder Support Agreement, dated as of February 23, 2023, by and among Oxus Acquisition Corp. and certain shareholders of Borealis Foods Inc. (incorporated by reference to Exhibit 10.4 to Oxus Acquisition Corp.’s Registration Statement on S-4, filed with the SEC on August 14, 2023).
10.2*⁺		Sponsor Support Agreement, dated as of February 23, 2023, by and among Oxus Acquisition Corp., Oxus Capital Pte. Ltd and Borealis Foods Inc. (incorporated by reference to Exhibit 10.11 to Oxus Acquisition Corp.’s Registration Statement on S-4, filed with the SEC on August 14, 2023).
10.3*⁺		Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.5 to Oxus Acquisition Corp.’s Registration Statement on S-4, filed with the SEC on August 14, 2023).
10.4*⁺		Form of Lock-up Agreement (incorporated by reference to Exhibit 10.6 to Oxus Acquisition Corp.’s Registration Statement on S-4, filed with the SEC on August 14, 2023).
10.5*		Note Purchase Agreement, dated February 28, 2023, by and between Borealis Foods Inc. and Saule Algaziyeva (incorporated by reference to Exhibit 10.37 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on October 24, 2023).

10.6*		Note Purchase Agreement, dated February 8, 2023, by and between Borealis Foods Inc. and Belphar Ltd. (incorporated by reference to Exhibit 10.38 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on October 24, 2023).
10.7*		First Amendment to the Note Purchase Agreement, dated July 23, 2023 (incorporated by reference to Exhibit 10.41 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on November 13, 2023).
10.8^#+		Note Purchase Agreement, dated November 15, 2023, by and between Borealis Foods Inc. and Aman Murat Baikdamuly
10.9^#		Note Purchase Agreement, dated January 30, 2024, by and between Borealis Foods Inc. and GSS Overseas LTD.
10.10*		Second Amended and Restated Promissory Note, dated October 2, 2023 (incorporated by reference to Exhibit 10.40 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on October 24, 2023).
10.11		Third Amended and Restated Promissory Note, dated February 7, 2024.
10.12*		Form of Board Nomination Agreement, by and between Borealis Foods, Inc. and Belphar Ltd. (incorporated by reference to Exhibit 10.42 to Oxus Acquisition Corp.’s Registration Statement on S-4/A, filed with the SEC on January 5, 2024).
10.13		Form of Indemnification Agreement
10.14*		Form of Equity Incentive Plan (incorporated by reference on Annex K to Oxus Acquisition Corp.’s Registration Statement on S-4, filed with the SEC on August 14, 2023).
10.15^#		Services Agreement, dated October 8, 2019, by and between Meherdad (Matt) Talle and Borealis Foods Inc.
10.16^#		Consulting Agreement, dated April 18, 2023, by and between Borealis Foods Inc. and Vonnie Rochester.
10.17^#		Consulting Agreement, dated June 1, 2023, by and between Borealis Foods Inc. and Food Systems for the Future Institute.
10.18^#		Brand Ambassador Agreement, dated April 1, 2023, by and between MN2S Corp and Borealis Foods Inc.
10.19^#		Talent Contract, dated April 1, 2023, by and between Humble Pie Media Limited and Borealis Foods Inc.
10.20^#		Master Broker Agreement, dated April 1, 2023, by and between Palmetto Gourmet Foods, Inc. and Next Step Club Solutions, LLC.
10.21^#		Master Broker Agreement, dated February 21, 2023, by and between Palmetto Gourmet Foods, Inc. and Godwin Retail Group LLC.
10.22^#		Master Broker Agreement, dated April 12, 2023, by and between Palmetto Gourmet Foods, Inc. and Star Brokerage LLC.
10.23^#		Services Agreement, dated June 1, 2023, by and between Borealis Foods Inc. and Wolfgang W. Pasewald.
10.24^#		Broker Agreement, dated September 15, 2023, by and between Palmetto Gourmet Foods, Inc. and Advantage Waypoint LLC d/b/a Waypoint.
10.25^#		Contract Manufacturing Services Agreement, dated January 28, 2019, by and between Palmetto Gourmet Foods, Inc. and Rap Snacks, Inc.
10.26^#		Vendor Agreement by and between Palmetto Gourmet Foods, Inc. and PAQ, Inc. dba Food4Less and Rancho San Miguel Markets.
10.27^#		Product Purchase Agreement, dated October 19, 2020, by and between Palmetto Gourmet Foods, Inc. and The Golub Corporation.
10.28^#		Standard Vendor Agreement, dated February 15, 2022, by and between Palmetto Gourmet Foods, Inc. and Moran Foods, LLC dba Save-A-Lot, Ltd.
10.29^#		Standard Vendor Agreement, dated July 2016, by and between Palmetto Gourmet Foods, Inc. and Associated Food Stores, Inc.
10.30^#		Supplier Agreement, dated December 21, 2020, by and between Palmetto Gourmet Foods, Inc. and C&S Wholesale Grocers.
10.31^#		Purchase Order Agreement, dated December 9, 2022, by and between Palmetto Gourmet Foods, Inc. and BJ’s Wholesale Club, Inc.
10.32^#		Vendor Agreement, dated June 29, 2021, by and between Bashas’ Inc. and Palmetto Gourmet Foods, Inc.
14.1		Borealis Foods Inc. Code of Business Conduct and Ethics.
16.1		Letter from Marcum LLP to the SEC, dated February 13, 2024.
99.1		Press release dated February 7, 2024 announcing the closing of the Business Combination.
99.2		Unaudited pro forma condensed combined financial information of New Borealis.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[*****]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

Previously filed.

Annexes, schedules, and exhibits to this Exhibit omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOREALIS FOODS INC.
Date: February 13, 2024

	By:	/s/ Reza Soltanzadeh
		Reza Soltanzadeh
		Chief Executive Officer & Director

Exhibit 10.8

NOTE PURCHASE AGREEMENT

Made and effective as of the 15^th day of November, 2023 (the “Effective Date”),

BETWEEN:

BOREALIS FOODS INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the “Corporation”)

- AND -

Aman Murat Baikadamuly, resident of the Republic of Kazakhstan individual identification number 930519300095 (the “Purchaser”)

WHEREAS the Corporation as of February 23, 2023 entered into a Business Combination Agreement (the “Definitive Agreement”) with Oxus Acquisition Corp. (“Oxus”) pursuant to which the Corporation shall, through a series of transactions carried out in accordance with the terms and conditions of the Definitive Agreement, amalgamate with Oxus, with the amalgamated entity being a public company, the shares of which shall be traded on the Nasdaq Stock Market LLC (such amalgamated entity referred to herein as the “Public Company”).

WHEREAS the Corporation desires to complete a financing for its corporate purposes through the issuance of convertible promissory notes, the issuance of which is provided for by this Note Purchase Agreement (“Purchase Agreement”), and the Corporation is duly authorized to create and issue the Note on the terms and conditions set forth herein.

NOW THEREFORE it is hereby covenanted, agreed and declared as follows:

ARTICLE 1
INTERPRETATION

1.1

Definitions

In this Purchase Agreement and in the Note, including the recitals to this Purchase Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words shall have the following meanings, namely:

“affiliate” has the meaning given in Section 1(1) of the Business Corporations Act (Ontario); “Ancillary Documents” has the meaning set forth in Section 6.1;

“Business Day” means a day which is not a Saturday or Sunday or a civic or statutory holiday in Ontario;

“Canadian Pension Plan” means any “pension plan” that is subject to the funding requirements of the Pension Benefits Act (Ontario) or applicable pension benefits legislation in any other Canadian jurisdiction.

“Change of Control” means:

(i) the purchase or acquisition by any Person or group of Persons acting jointly or in concert, of voting control of an aggregate of 50% or more of the outstanding equity of the Corporation;

(ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation; or

(iii) the completion by the Corporation of an amalgamation, arrangement, merger or other consolidation or combination involving the Corporation such that shareholders of the Corporation prior to such amalgamation, arrangement, merger or other consolidation would not beneficially own, or exercise control or direction over, voting securities of the Corporation carrying the right to cast more than 50% of the votes attaching to all voting securities, or immediately following such an event, the directors of the Corporation do not constitute a majority of the board of directors (or equivalent) of the successor or continuing corporation or entity immediately following such event;

“Closing” has the meaning set forth in Section 2.2;

“Company Value” means USD $150,000,000;

“Constating Documents” has the meaning set forth in Section 6.2(a);

“Conversion Notice” means a notice in the form attached hereto as Schedule “B”;

“Conversion Securities” has the meaning set forth in Section 6.3;

“Date of Conversion” has the meaning set forth in Section 4.1(e);

“Debt” means all obligations, liabilities and indebtedness of the Corporation and its Subsidiaries which would, in accordance with GAAP, be classified upon a consolidated balance sheet of the Corporation as indebtedness for borrowed money of the Corporation and its Subsidiaries;

“Default” means an event that, with the passage of time would result an Event of Default; “Definitive Agreement” has the meaning given to it in the recitals hereto;

“director” means a director of the Corporation for the time being and “directors” or “board of directors” or “board” means the board of directors of the Corporation or, if duly constituted and whenever duly empowered, the executive committee of the board of directors of the Corporation for the time being, and reference to action by the directors means action by the directors of the Corporation as a board or action by the said executive committee as such committee;

“Employee Stock Option Plan” means the Corporation’s Employee Stock Option Plan established January 6, 2022;

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect;

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Corporation or any of its Subsidiaries under section 414 of the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time;

“ERISA Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title IV of ERISA (other than a multiemployer plan) that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Corporation or any of its Subsidiaries or any ERISA Affiliate or with respect to which the Corporation or any of its Subsidiaries or any ERISA Affiliate may have any liability;

“Event of Default” means any event specified in Section 7.1, provided that there has been satisfied any requirement in connection with such event for the giving of notice, or the lapse of time, or the happening of any further condition, event or act;

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Purchase Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.

“Food Safety Laws” means all laws, constitutions, treaties, statutes, codes, orders, decrees, rules, regulations, by-laws and ordinances relating in whole or in part to food safety and the manufacture, sale, packaging, labelling, import, export and distribution of food products.

“GAAP” means generally accepted accounting principles in Canada, as adopted and modified (if applicable) by CPA Canada (or any successor thereto), applied on a consistent basis, which are in effect from time to time;

“Insolvency Legislation” means legislation in any applicable jurisdiction relating to reorganization, arrangement, compromise or re-adjustment of debt, dissolution or winding-up, or any similar legislation, and specifically includes for greater certainty the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) and the Bankruptcy Code (United States), together with any other similar statutes (including corporate statutes) in Canada or any other applicable jurisdiction in which the Corporation, any of its Subsidiaries operates.

“Insolvency Proceeding” is any proceeding by or against any Person under any Insolvency Legislation, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

“Interest” means the amount accrued on the balance of the Principal Amount indicated in the Note from time to time outstanding at the Interest Rate;

“Interest Rate” means ten percent (10%) per annum;

“Issuer Party” has the meaning set forth in Section 7.1(g);

“Lien” means any lien, mortgage, charge, hypothecation, pledge, security interest, prior assignment, option, warrant, lease, sublease, right to possession, right of distress, encumbrance, claim, right or restriction which affects, by way of a conflicting ownership interest or otherwise, the right, title or interest in or to any particular property.

“Material Adverse Change” means the occurrence of an event which has a material adverse effect on (i) the financial condition of Corporation and its Subsidiaries taken as a whole, (ii) the Corporation’s ability to perform its obligations under this Purchase Agreement or the Note or the validity or enforceability of a material provision of this Purchase Agreement or the Note or (iii) the property, business, operations or liabilities of the Corporation and the Subsidiaries taken as a whole;

“Material Contracts” means, collectively:

(i) the Credit Agreement dated August 10, 2023 among the Corporation and Frontwell Capital Partners Inc., as amended, restated, supplemented or otherwise modified from time to time;

(ii) each Shareholder Debt Document;

(iii) material customer contracts, broker agreements and distribution agreements;

(iv) the Definitive Agreement;

(v) material real estate documents; and

(vi) any new contract or agreement with monthly revenue greater than $100,000 or involving a liability or expenditure greater than $100,000, and

any other contacts or agreements which, if breached or terminated, could reasonably be expected to result in a Material Adverse Change.

“Maturity Date” means June 8, 2024;

“Non-Canadian Pension Plan” means any “pension plan”, scheme, fund (including any superannuation fund) or other similar program established, sponsored or maintained outside of Canada by the Corporation or any of its Subsidiaries primarily for the benefit of employees thereof residing outside of Canada, which is subject to statutory funding requirements in advance of the payment of pension benefits thereunder, and which plan is not subject to the funding requirements of the Pension Benefits Act (Ontario) or applicable pension benefits legislation in any other Canadian jurisdiction;

“Note” means, the USD $2,000,000 convertible promissory note to be issued by the Corporation hereunder on the Closing Date;

“Pension Plan” means a Canadian Pension Plan or a Non-Canadian Pension Plan.

“Permitted Debt” means, collectively (i) all Debt incurred hereunder and under the Notes, (ii) all Debt identified in Schedule 6.7 (including any Debt owing to Frontwell Capital Partners);

“Permitted Lien” means, in respect of the Corporation and any of its Subsidiaries:

(i) encumbrances for taxes, assessments or governmental charges incurred in the ordinary course of business that are not yet due and payable or the validity of which is being actively and diligently contested in good faith by the relevant Person, provided adequate reserves with respect thereto are maintained on the books of the relevant Person in accordance with GAAP;

(ii) construction, mechanics’, carriers’, warehousemen’s and materialmen’s liens and liens in respect of vacation pay, workers’ compensation, employment insurance or similar statutory obligations, provided the obligations secured by such liens are not yet due and payable or the validity of which is being actively and diligently contested in good faith by the relevant Person, provided adequate reserves with respect thereto are maintained on the books of the relevant Person, and, in the case of construction liens, which have not yet been filed or for which the relevant Person has not received written notice of a Lien or which singly or in the aggregate do not materially detract from the value of the asset concerned or the Holder’s security;

(iii) encumbrances arising from court or arbitral proceedings, provided that the claims secured thereby are being contested in good faith by the relevant Person, provided adequate reserves with respect thereto are maintained on the books of relevant Person in accordance with GAAP, execution thereon has been stayed and continues to be stayed and such Lien do not result in an Event of Default;

(iv) good faith deposits made in the ordinary course of business to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, surety, customs, performance bonds and other similar obligations;

(v) deposits to secure statutory obligations or in connection with any matter giving rise to a Lien described in (ii) above;

(vi) deposits of cash or securities in connection with any appeal, review or contestation of any Lien or any matter giving rise to a Lien described in (i) or (iii) above;

(vii) zoning restrictions, easements, rights of way, leases or other similar encumbrances or privileges in respect of real property which in the aggregate do not materially affect the value of such property nor impair the use of such property by the relevant Person in the operation of its business, and which are not violated in any material respect by existing or proposed structures or land use;

(viii) security given by the relevant Person to a public utility or any governmental authority, when required by such utility or governmental authority in connection with the operations of the relevant Person, in the ordinary course of its business, which singly or in the aggregate do not materially detract from the value of the asset concerned or materially impair its use in the operation of the business of the relevant Person;

(ix) any other Lien which the Purchaser approves in writing as a Permitted Lien subsequent to the date hereof; and

(x) Liens listed in Schedule 5.17, and provided that in no event shall any assets or property of the Company or any Subsidiary thereof be subject to such security interests or mortgages.

“Person” includes an individual, corporation, company, partnership (whether general or limited), association or trust;

“Principal” has the meaning set forth in Section 2.5(a);

“Public Company” has the meaning given to it in the recitals hereto;

“Qualifying Transaction” means closing of transactions as described in Section 2.08 of the Definitive Agreement;

“Recall” means any voluntary or involuntary attempt or instruction to return any product of the Corporation or its Subsidiaries’ business to the control of Corporation or its Subsidiaries, or to otherwise recall, retrieve, withdraw, remove, stop, or limit the distribution of any such product, or to encourage or direct the disposal, destruction, or non-use of any such product, due to a known or potential safety risk associated with the consumption of the product, or the potential violation of Food Safety Laws;

“Securities” means common shares in the capital of the Public Company;

“Shareholder Debt Documents” means, collectively, each of the note purchase agreements described in Schedule 6.7 and the notes issued thereunder in favor, directly or indirectly, of a shareholder of the Corporation;

“Shareholders Agreement” means the Shareholders’ Agreement among the Corporation and the shareholders of the Corporation dated October 1, 2019, as amended, restated, supplemented or otherwise modified from time to time;

“Shares” means the Class A Common Shares, Class B Common Shares, Class C Common Shares, Class D Common Shares, Class E Common Shares, Class F Common Shares, Class G Common Shares, Class H Common Shares, Class I Common Shares and Class J Common Shares in the capital of the Corporation;

“Spot Rate” means, in relation to the conversion of one currency into another currency, the spot rate of exchange for such conversion as quoted by the Bank of Canada at the close of business on the Business Day that such conversion is to be made (or, if such conversion is to be made before close of business on such Business Day, then at approximately close of business on the immediately preceding Business Day);

“Subsidiary” means any Person of which more than 50% of the outstanding voting shares or other equity interests (pertaining to the right to appoint or to elect Persons to the board, committee or group who determine the management and policy of such Person) is owned or controlled, directly or indirectly, by or for the Corporation and includes any Person in like relation to a Subsidiary;

“Taxes” means all taxes of any kind or nature whatsoever including income taxes, capital taxes, minimum taxes, levies, imposts, stamp taxes, royalties, duties, charges to tax, value added taxes, commodity taxes, goods and services taxes, and all fees, deductions, compulsory loans, withholdings and restrictions or conditions resulting in a charge imposed, levied, collected, withheld or assessed as of the date hereof or at any time in the future by any governmental or quasi-governmental authority of or within any jurisdiction whatsoever having power to tax, together with penalties, fines, additions to tax and interest thereon and any instalments in respect thereof;

“this Purchase Agreement”, “hereto”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions refer to this Purchase Agreement and not to any particular Article, Section, subsection, clause, subdivision or other portion hereof and include any and every instrument supplemental or ancillary hereto;

“United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“Valuation Cap” means USD $120,000,000.00;

“Welfare Plan” means any medical, health, hospitalization, insurance or other employee benefit or welfare plan or arrangement applicable to employees resident in Canada, the United States or any other jurisdiction in which the Corporation or any of its Subsidiaries operates.

“Withholding Amount” has the meaning set forth in Section 2.7; and

“written direction of the Corporation” means an instrument in writing signed by one of the Chief Executive Officer, the President or the Chairman and also by one of any other officer of the Corporation.

1.2

Special Accounting Provisions

For the purposes of this Purchase Agreement and in respect of the Note and the determinations required to be made under any of the covenants herein contained which relate to the Note and the definitions set forth in Section 1.1, the following shall apply:

(a)

whenever any conversion of Canadian currency or of any other currency into United States currency or vice versa is required herein, such conversion shall, unless otherwise provided herein, be determined as of a date not more than ten days prior to the date when such conversion is required to be made, and shall, unless otherwise provided herein, be made at the Spot Rate;

(b)

all determinations shall be made in accordance with GAAP and shall give effect to retirements of securities to be effected concurrently with or prior to any proposed action; and

(c)

all determinations made hereunder shall be conclusive and binding for all purposes of this Purchase Agreement.

1.3

Interpretation

In this Purchase Agreement:

(a)

words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa;

(b)

all references to Articles and Schedules refer, unless otherwise specified, to Articles of and Schedules to this Purchase Agreement;

(c)

all references to Sections refer, unless otherwise specified, to sections, subsections or clauses of this Purchase Agreement and reference to subsections or clauses refer to paragraphs in the same section as the reference or to clauses in the same subsection as the reference; and

(d)

words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by and do not imply limitation of their context or the words or phrases which precede or succeed them.

1.4

Headings, Etc.

The division of this Purchase Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Purchase Agreement or of the Note.

1.5

Day not a Business Day

In the event that any day on or before which any action required to be taken hereunder is not a Business Day, then, unless otherwise expressed, such action shall be required to be taken on or before the requisite time on the next succeeding day that is a Business Day.

1.6

Applicable Law

This Purchase Agreement and the Note shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as Ontario contracts.

1.7

Monetary References

All references to currency herein and in the Note shall be to lawful money of the United States of America, unless otherwise expressed.

1.8

Invalidity, Etc.

Any provision hereof which is prohibited or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof.

1.9

Language

This document is drawn up in English at the express wish of the parties. C’est le volanté expresse des parties que cette entente soit redigée en anglais.

1.10

Successors and Assigns

This Purchase Agreement shall enure to the benefit of and be binding upon the Corporation and the Purchaser and their respective successors and assigns, including for certainty in the case of the Corporation, the Public Company.

1.11

Schedules

Schedule “A” – Form of Note

Schedule “B” – Form of Conversion Notice

Schedule 5.17 – Permitted Liens

Schedule 6.6 – Share Capital

Schedule 6.7 – Debt

Schedule 6.8 – Material Contracts

Schedule 6.10 – Employee Matters

Schedule 6.22 – Non-Arm’s Length Transactions

ARTICLE 2
NOTE AND NOTE ISSUANCE

2.1

Note Issuance.

The Corporation has authorized the issuance and sale of the Note in the principal amount of USD $2,000,000, such Note to be issued at the Closing.

2.2

Purchase and Sale of Note.

Subject to satisfaction of the conditions precedent set forth in Section 3.1, the Corporation agrees to issue and sell to the Purchaser, and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Purchase Agreement, the Purchaser agrees to purchase from the Corporation, the Note. The purchase by and sale to the Purchaser the Note shall take place at a closing (the “Closing”) to be held electronically or at the offices of the Corporation, after this Purchase Agreement is executed or such other date and at such time as may be mutually agreed upon by the Corporation and the Purchaser. At the Closing, the Corporation will issue and deliver the Note to the Purchaser, which Note shall be dated as of the date of this Purchase Agreement, against payment of the purchase price thereof by wire transfer, or other means of immediately available funds, such payment shall be referred as completed after the funds are released from the bank account of the Purchaser. The Purchaser shall make the payment within 15 calendar days after the Note is issued and delivered to the Purchaser.

2.3

Use of Proceeds

The Corporation shall use the proceeds of the Note for working capital and operations-related capital expenditures, and the Purchaser is entitled to review and examine the use of proceeds by the Corporation any time while the Principal and accrued Interest is outstanding.

2.4

Note Attributes

Each Note shall be in the form attached hereto as Schedule “A”. For certainty, any replacement note issued pursuant to Section 9.3 hereof shall (i) be in the form attached here as Schedule “A”, as amended to give effect to the reduction to the Principal Amount (as defined therein), and (ii) from and after the issuance thereof, be deemed to be a “Note” referred to herein for the purposes of this Purchase Agreement.

2.5

Repayment of Principal and Interest

(a)

Principal

Subject to the provisions of this Purchase Agreement, the principal amount (the “Principal”) of the Note outstanding on the day prior to the Maturity Date shall be repaid to the Purchaser in full on the Maturity Date. In addition, all accrued and unpaid Interest on the principal obligations and all fees and other amounts due and payable hereunder shall be paid to the Purchaser on the Maturity Date.

(b)

Interest

The parties hereto agree that Interest shall accrue and be calculated on the Principal of each Note at the Interest Rate from its date of issuance, up to and including the date of repayment or conversion thereof. All such accrued Interest will be:

(i)

paid in cash on the date on which such Note is repaid if such Note is repaid in cash pursuant to the terms hereof; or

(ii)

converted into Securities on the Date of Conversion.

Interest shall accrue on any overdue amounts at the Interest Rate, both before and after demand and before and after default, judgment and execution from the date thereof until payment in full of all amounts owing to the Purchaser hereunder and under the Note have been paid in accordance with the terms of this Purchase Agreement.

(c)

Prepayment

The Corporation shall not make any optional prepayment of Principal or Interest.

2.6

Interest

(a)

Interest on Conversion

Where the Principal is converted to Securities pursuant to the terms hereof, any Interest payable in connection with the Note shall also be converted to Securities, subject to Section 2.7 below.

(b)

Per annum

Unless otherwise stated, wherever in this Purchase Agreement or the Note reference is made to a rate of interest “per annum” or a similar expression is used, such interest shall be calculated using the nominal rate method, and not the effective rate method, of calculation and the basis of a 12 month period of 365 days or 366 days, as the case may be.

2.7

Withholding Taxes

(a)

All payments to be made by or on behalf of the Corporation pursuant hereunder (including the Conversion) or under the Notes are to be made without set-off, deduction, compensation or counterclaim and free and clear of and without deduction or withholding for or on account of any Taxes (which for greater certainty does not include Taxes on the overall income or capital of the Purchaser), except for the deduction of such Taxes as required by applicable laws. If required by applicable laws, the Corporation shall be entitled to deduct or withhold from any amounts payable to the Purchaser, such amount as is required to be deducted or withheld in respect of any Taxes with respect to the payment (a “Withholding Amount”). The Corporation shall duly remit any Withholding Amount to the appropriate governmental authority within the applicable time limits under applicable law. As soon as practicable after the remittance of such Withholding Amount to a governmental authority, the Corporation will deliver to the Purchaser the original or a certified copy of a receipt issued by such governmental authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Purchaser.

(b)

If the Corporation deducts or withholds any Withholding Amount (including any Withholding Amount in respect of a Conversion of the Notes as set forth under Article 4), the Corporation shall promptly pay to the Purchaser, in the currency in which such Withholding Amount was paid in accordance with Section 2.7(b) was made, an additional amount as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the Purchaser receives an amount equal to the sum it would have received had no such deduction or withholding been made (“Additional Amount”), together with the relevant receipt addressed to the Purchaser. For the avoidance of doubt, on a Conversion of the Notes as set forth under Article 4, the Corporation shall pay the Withholding Amount applicable in respect of such Conversion, if any, to the applicable governmental authority, shall reduce the number of Securities issuable to the Purchaser by that number of Securities equivalent in value to the Withholding Amount in respect of that Purchaser, and shall pay any applicable Additional Amount in respect of such Conversion to the Purchaser in accordance with Section 2.7(b).

(c)

The Corporation will indemnify the Purchaser, within 10 days after demand therefor, for the full amount of any Taxes payable or paid by the Purchaser or required to be withheld or deducted from a payment to such Purchaser and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant governmental authority (for greater certainty, without duplication for additional amounts paid under Section 2.7(b).

(d)

The Purchaser shall, at such times as are reasonably requested by the Corporation, provide the Corporation with any properly completed and executed documentation prescribed by law, or reasonably requested by the Corporation, certifying as to any entitlement of the Purchaser to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to the Purchaser hereunder or under the Note (including any documentation necessary to establish an exemption from, or reduction of, any Taxes that may be imposed under FATCA). The Purchaser shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any respect, deliver promptly to the Corporation updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify the Corporation of its inability to do so. In addition, the Purchaser, if reasonably requested by the Corporation, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Corporation as will enable the Corporation to determine whether or not the Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.7(e) below) shall not be required if in the Purchaser’s reasonable judgment such completion, execution or submission would subject the Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the Purchaser.

(e)

If a payment made to the Purchaser hereunder or under the Note would be subject to U.S. federal withholding Tax imposed by FATCA if the Purchaser were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), the Purchaser shall deliver to the Corporation at the time or times prescribed by law and at such time or times reasonably requested by the Corporation such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Corporation as may be necessary for the Corporation to comply with their obligations under FATCA and to determine that the Purchaser has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause, “FATCA” shall include any amendments made to FATCA after the date of this Purchaser Agreement.

ARTICLE 3
CONDITIONS PRECEDENT

3.1

Conditions Precedent to Closing

The obligations of the Purchaser hereunder are subject to the fulfillment or waiver, prior to or concurrently with Closing, of each of the following conditions:

(a)

The Corporation shall have delivered, or caused to be delivered, to the Purchaser duly executed copies of:

(i)

this Purchase Agreement;

(ii)

the Note;

(b)

Each of the representations and warranties of the Corporation contained in Article 6 shall be true and complete in all material respects on and as of the date of the Closing;

(c)

The Corporation shall have obtained or made all approvals, consents, qualifications and filings necessary to complete the purchase and sale described herein.The Corporation shall have delivered to the Purchaser a certificate of good standing in respect of the Corporation, and any Subsidiaries of the Corporation, each dated no more than thirty (30) days prior to the date of Closing.

ARTICLE 4
CONVERSION

4.1

Conversion

(a)

The outstanding Principal and all accrued and unpaid Interest on the Note may be converted into Securities pursuant to the terms set forth in Section 4.1(c) below (each, a “Conversion”).

(b)

Unless otherwise agreed to in writing by the parties, the outstanding Principal and accrued and unpaid Interest on the Note shall automatically be subject to a Conversion into Securities as soon as the Qualifying Transaction occurs as stated in the Plan of Arrangement approved by the Definitive Agreement without any other further action required on the part of the Purchaser and the Note shall be deemed to be surrendered for conversion at such time for purposes of Section 4.1(d).

(c)

Each Conversion under the Note shall be effected in accordance with the following:

(i)

the outstanding Principal and accrued and unpaid interest of the Note to be converted shall be converted in full into such number of Securities equal to the quotient of:

(A)

the product of:

(I)

the aggregate of all of the Principal outstanding and all accrued and unpaid Interest, multiplied by

(II)

an amount equal to Company Value divided by the Valuation Cap, divided by,

(B)

USD $10.00.

(d)

For the purposes hereof, the Note shall be deemed to be surrendered for conversion on the day that the Purchaser delivers the Conversion Notice and the surrendered Note to the Corporation, or if the Note is automatically converted pursuant to Section 4.1(c), the date on which such automatic Conversion occurs in accordance therewith (in each case, the “Date of Conversion”).

(e)

From and after the Date of Conversion, the Purchaser shall be entitled to be entered in the books of the Corporation as the holder of the number of Securities into which the Note is convertible in accordance with the Section 4.1(a), and, as soon as practicable thereafter (and in any event, within five (5) Business Days), the Corporation shall deliver to the Purchaser a certificate or certificates for such Securities. The certificates representing the Securities to be issued upon conversion of the Note shall bear such restrictive or other legends as may be required by applicable laws.

(f)

The Securities issued upon conversion shall rank pari passu in respect of dividends declared in favour of Purchaser on and after the Date of Conversion, from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Securities.

4.2

No Requirement to Issue Fractional Securities

The Corporation shall not be required to issue fractional Securities upon the conversion of the Note and the Purchaser will not be entitled to compensation for any such fractional Securities. If, as a result of any adjustment, the Purchaser would become entitled to a fractional Security, the Purchaser shall have the right to acquire only the adjusted number of full Securities (computed to the nearest whole number with any numbers above one-half being rounded up).

4.3

Adjustments to Securities

If and while the Note is outstanding, there is a reclassification of the Securities or a capital reorganization of Corporation or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other Person or other entity other than the Qualifying Transaction; or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other Person or other entity or a liquidation, dissolution or winding-up of the Corporation, the Purchaser, to the extent that it has not exercised its right of conversion or the conversion has not automatically occurred, as applicable, as provided for in this Section 4.3 prior to the effective time of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Securities then sought to be acquired by it, the kind and number of shares or other securities or property of the Corporation or of the Person or other entity resulting from such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, or to which such sale or conveyance may be made or which holders of Securities receive or are entitled to receive pursuant to such liquidation, dissolution or winding-up, as the case may be, that the Purchaser would have been entitled to receive on such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up, if, on the record date or at the effective time thereof, as the case may be, the Purchaser had been the registered holder of the number of Securities sought to be acquired by it and to which it was entitled to acquire upon the exercise of the conversion right. To the extent that the Purchaser has not exercised its right of conversion or the conversion has not automatically occurred, the Corporation shall not effect any such consolidation, amalgamation, arrangement or merger, sale or conveyance or similar transaction unless, before the consummation thereof, the successor Person (if other than the Corporation) resulting from such transaction, shall, contemporaneously with any such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up, deliver a new convertible promissory note in replacement of the Note which shall provide, to the extent possible, for the application of the provisions set forth in this Section with respect to the rights and interests thereafter of the Purchaser to the end that the provisions set forth in this Purchase Agreement and the Note shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares or other securities or property to which the Purchaser is entitled on the exercise of its conversion rights thereafter. The provisions of this Section 4.3 shall similarly apply to successive reorganizations, reclassifications, consolidations amalgamations, arrangements, mergers, sales, conveyances or similar transactions.

ARTICLE 5
COVENANTS

The Corporation hereby covenants and agrees with the Purchaser for the benefit of the Purchaser as follows:

5.1

Payment of Principal and Interest

The Corporation will duly and punctually pay or cause to be paid to the Purchaser the Principal of and Interest accrued on the Note, at the places and in the manner mentioned herein and in the Note, subject to Section 2.7.

5.2

To Carry out this Purchase Agreement

The Corporation will duly and punctually perform and carry out all of the acts or things to be done by it as provided in this Purchase Agreement and the Note.

5.3

Carry on Business

Subject to the express provisions hereof, the Corporation will, and will cause its Subsidiaries to, carry on and conduct their respective businesses in a proper, efficient and business-like manner and diligently use, operate, maintain, repair and replace their respective properties and plants so as to preserve and protect the earnings, incomes, rents and profits thereof, all in accordance with good business practice; provided that nothing herein contained shall prevent the Corporation or any Subsidiary from ceasing to use or operate any particular property if in the opinion of the directors it shall be advisable and in the best interests of the Corporation to do so. Subject to the express provisions hereof, the Corporation will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and rights. The Corporation undertakes to ensure that for so long as any amount is outstanding under this Purchase Agreement the Corporation will not enter into a single transaction or a series of transactions, whether related or not, to transfer or otherwise dispose of all or any part of any of its shares in any of its Subsidiaries or sell or transfer (or permit any Subsidiary to sell or transfer), in one transaction, or a series of related transactions, assets, cash flow or earning power aggregating more than 50% of the assets, cash flow or earning power of the Corporation and its Subsidiaries (taken as a whole) to any other third party.

5.4

Dispositions

The Corporation shall not, and shall not permit any of its Subsidiaries to, sell, lease or otherwise dispose of any of its property, assets or undertaking, except for (i) in the ordinary course of business and (ii) in respect of obsolete or worn-out equipment and (iii) sales of other assets for proceeds not exceeding, in the aggregate, USD $50,000 per annum.

5.5

Taxes

The Corporation will duly file on a timely basis all Tax returns required to be filed by it pay and cause to be paid all Taxes lawfully levied, assessed or imposed upon or in respect of its property or any part thereof or upon the income and profits of the Corporation and of its Subsidiaries as and when the same become due and payable; provided that the Corporation and its Subsidiaries, acting diligently and in good faith, shall be entitled to contest by appropriate proceedings any such Taxes and, upon such contest, may delay or defer payment or discharge thereof.

5.6

Remittances.

The Corporation will make all of the remittances required to be made by it to the applicable federal, provincial or municipal governments and keep such remittances up to date.

5.7

Pension and Welfare Plans

The Corporation shall, and shall cause each of its Subsidiaries to, make all required payments in respect of funding each Pension Plan and Welfare Plan applicable thereto and to otherwise fully comply with all applicable laws governing or affecting such Pension Plans and Welfare Plans.

5.8

Inspection of Property

The Corporation will, and will cause each of its Subsidiaries to, (i) maintain books and records of account in accordance with GAAP and all applicable laws, and (ii) permit representatives of the Purchaser to (A) visit and inspect any property of any of them and to examine and make abstracts from any books and records of any of them at any reasonable time during normal business hours and upon reasonable request and notice, and subject to the Corporation’s health and safety requirements, and at the Corporation’s expense, and (B) discuss the business, property, condition (financial or otherwise) and prospects of the Corporation with their senior officers and (in the presence of such representatives, if any, as it may designate) with its independent chartered accountants.

5.9

Comply with Law and Maintain Permits

The Corporation will, and will cause each of its Subsidiaries to, comply with applicable laws and obtain and maintain all permits, licenses, consents and approvals necessary to the ownership of its property and to the conduct of its business in each jurisdiction where it carries on business or owns property.

5.10

Transactions with Affiliates.

The Corporation shall not and shall not permit any of its Subsidiaries to enter into any transaction with any officer, director, employee, shareholder or any Person not dealing at arm’s length or any affiliate of any of the foregoing (specifically excluding any employment or option agreement or intercompany indebtedness or transactions between the Corporation and any of its Subsidiaries) unless such transaction is on terms no less favorable to the Corporation than would be obtainable in an arm’s length transaction.

5.11

Material Contracts

The Corporation and each of its Subsidiaries shall observe each term, covenant and agreement contained in the Material Contracts in all material respects.

5.12

Employee Matters

The Corporation shall not, and shall not permit its Subsidiaries to, make any material change in the compensation payable or to become payable to any employee, including any bonuses, wage rates, benefits, severance or termination pay, except as required by applicable law, pursuant to any existing employment agreement as disclosed in writing to the Purchaser. The Corporation shall not, and shall not permit its Subsidiaries to, materially change the benefits to which the employees are entitled under any employee plan or create any materially different employment contract template, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement.

5.13

Insurance

The Corporation will, and will cause each of its Subsidiaries to, maintain adequate insurance issued by insurers of recognized standing in respect of its material property, as is customary in the case of businesses of established reputation engaged in the same or similar businesses, and will provide the Purchaser with copies of all insurance policies relating thereto if so requested.

5.14

Intellectual Property

It shall maintain all of its material Intellectual Property, take all actions necessary to defend such Intellectual Property from adverse claims and abide by the material terms of the agreements governing that Intellectual Property licenced by it.

5.15

Notices

The Corporation will provide the Purchaser with prompt written notice of:

(a)

the occurrence of any Default or Event of Default;

(b)

any new Material Contracts, together with a copy thereof;

(c)

any dispute, notice of termination, proposed amendment or other material information given or received under or in connection with any Material Contract;

(d)

all claims or proceedings pending or, to its knowledge, threatened against it which may give rise to uninsured liability in excess of USD $100,000 or which could result in a Material Adverse Change;

(e)

any allegation or claim made by a third party that the business of the Corporation or its Subsidiaries infringes or misappropriates the Intellectual Property rights of any person;

(f)

any allegation or claim of material deficiency, violation or potential violation of Food Safety Laws, made by a third party, including any governmental authority;

(g)

any product Recall conducted by or on behalf of the Corporation or its Subsidiaries;

(h)

any investigation, inquiry or enforcement proceedings by any governmental authority; and

(i)

any of the representations or warranties hereunder or under any of the Ancillary Documents becoming untrue or incorrect.

5.16

Fundamental Changes

Provide the Purchaser with at least 15 days’ prior written notice, effect any change: (i) of its or any Subsidiaries’ name, (ii) in the jurisdiction of the location of its or any Subsidiaries’ chief executive office or registered office or any material tangible assets, or (iii) to its or any Subsidiaries’ Constating Documents.

5.17

Debt and Liens

Corporation will in reasonable time and due manner inform the Purchaser of any new liens and debts incurred by the Corporation and/or its Subsidiaries while the Principal and accrued Interest is outstanding.

5.18

No Distributions on Shares During Event of Default

The Corporation shall not declare or pay any dividend to the holders of its issued and outstanding Shares after the occurrence of an Event of Default unless and until such Default shall have been cured or waived or shall have ceased to exist.

5.19

ERISA Plan

None of the Corporation, any of its Subsidiaries or any of its or their ERISA Affiliates operate or administer any ERISA Plan.

5.20

Use of Proceeds

The Corporation shall use the proceeds of the Note solely as permitted by Section 2.3.

ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF CORPORATION

The Corporation represents and warrants to the Purchaser, as follows, each of which representation and warranty is true and correct as of the date hereof and will be true and correct as of the Closing Date.

6.1

Organization, Qualifications and Corporate Power

The Corporation and each of its Subsidiaries is duly incorporated or formed and validly existing and in good standing under the laws of its jurisdiction of formation and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure to be so licensed or qualified would not have a material adverse effect on the business or assets of the Corporation or such Subsidiary, as applicable. The Corporation and each of its Subsidiaries has the corporate power and authority to own and hold its properties and to carry on its business as now conducted. The Corporation has the corporate power and authority to execute, deliver and perform its obligations under this Purchase Agreement and all other certificates, documents and instruments ancillary hereto (collectively, the “Ancillary Documents”) and to issue, sell and deliver each Note and the Conversion Securities.

6.2

Authorization of Agreements; Non-Contravention

(a)

The execution and delivery by the Corporation of this Purchase Agreement and each Note and all Ancillary Documents, the performance by the Corporation of its obligations hereunder and thereunder and the issuance, sale and delivery of each Note and the Conversion Securities have been duly authorized by all requisite corporate action and will not contravene, violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel:

(i)

any applicable laws, permits or authorizations applicable to the Corporation or its Subsidiaries;

(ii)

any judgment, decree, order, injunction, award or ruling of any governmental authority or arbitration panel to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries are bound;

(iii)

the articles, bylaws or any other constating document of the Corporation or its Subsidiaries (in each case, its “Constating Documents”);

(iv)

any provision of any Material Contract or any other indenture, mortgage, agreement, contract or instrument to which the Corporation, or any of its properties or assets is bound,

(v)

any government subsidy or incentive;

or conflict with, result in a material breach of or constitute (with due notice or lapse of time or both) a default under any such Material Contract or other indenture, agreement or other instrument, or result in the creation or imposition of any Lien, or claim of any nature whatsoever upon any of the properties or assets of the Corporation.

(b)

None of the issuance, sale or delivery of the Note or the Conversion Securities is subject to any pre-emptive right of shareholders of the Corporation that has not been waived or complied with or to any right of first refusal or other right in favor of any Person that has not been waived or complied with.

6.3

Validity

This Purchase Agreement has been duly executed and delivered by the Corporation and constitutes the legal, valid and binding obligation of the Corporation, enforceable against the Corporation in accordance with its terms. Each Note, when executed and delivered in accordance with this Purchase Agreement, will constitute the legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms. The Securities issuable upon conversion of the Note (the “Conversion Securities”), when issued, sold and delivered in compliance with the terms and for the consideration expressed in this Purchase Agreement and the Note, will be duly authorized and validly issued, exempt from the registration and prospectus requirements of all applicable securities laws, fully paid and nonassessable. The issuance or sale of the Note or the Conversion Securities will not trigger any anti-dilution adjustments, other than any such adjustments as have been effectively waived in writing prior to the date hereof.

6.4

Consents and Approvals

No registration or filing with, or consent or approval of or other action by, any federal, provincial or other governmental agency or instrumentality, or any other third party, is or will be necessary for the valid execution, delivery and performance by the Corporation of this Purchase Agreement or the issuance, sale and delivery of the Note, other than filings pursuant to applicable securities laws (all of which filings have been or will be made by the Corporation) in connection with the sale of the Note, if any. Other than as set forth in Schedule 6.4, no third party has or will have any written or oral agreement, option, warrant, participation right, pre-emptive right, right of first refusal, privilege or any other right, commitment or arrangement of any character, kind or nature whatsoever capable of becoming any of the foregoing which would be contravened by the execution, delivery and performance by the Corporation of this Purchase Agreement or the issuance, sale and delivery of the Note.

6.5

Title

The Corporation and its Subsidiaries have good, valid and marketable beneficial and legal title to their assets, free and clear of any and all Liens and adverse claims created by, through or under the Corporation and its Subsidiaries, other than the Permitted Liens. Other than the Permitted Liens, it has not received notice from any third party claiming an interest in and to any of the assets of the Corporation or any of its Subsidiaries.

6.6

Status of Share Capital

(a) All the outstanding share capital of the Corporation has been duly authorized, is validly issued and is fully paid and non-assessable, and no shares of the share capital of the Corporation or other securities of the Corporation have been issued in violation (i) of any law, treaty, regulation, ordinance, decree, judgment, order or similar requirement made or issued under sovereign or statutory authority and applicable to or binding upon the Corporation, (ii) the Constating Documents or (iii) any pre-emptive right of shareholders of the Corporation or any right of first refusal or other right in favor of any Person that was not waived.

(a)

The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized share capital of the Corporation are as set forth in the Corporation’s Constating Documents, a complete copy of which has been delivered to the Purchaser.

(b)

There are no unanimous shareholder agreements other than the Shareholders Agreement, a complete copy of which, together with all amendments thereto, has been delivered to the Purchaser.

(c)

Attached hereto as Schedule 6.6 is a true and correct list of all of the authorized, and the issued and outstanding, stock, shares or other equity interests of the Corporation and the record and beneficial owners of such stock, shares or other equity interests, the numbers of any certificate representing such stock, shares or other equity interests, and the number of shares or other equity interests covered by all outstanding options, warrants, subscriptions or purchase rights of any nature in respect of any such stock, shares or other equity interests.

(d)

Except as set forth in Schedule 6.6, (i) no options, warrants, subscriptions or purchase rights of any nature to acquire from the Corporation stock, shares or other equity interests in the capital of the Corporation or are authorized, issued or outstanding, nor is the Corporation obligated in any other manner to issue stock, shares or other equity interests in the capital of the Corporation except as contemplated by this Purchase Agreement; (ii) there are no restrictions on the transfer of shares in the capital of the Corporation other than those imposed by applicable securities laws, the Constating Documents and the Shareholders Agreement and as otherwise contemplated by this Purchase Agreement; (iii) the Corporation is not a party to, and to the best of the Corporation’s knowledge, there are, no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the voting of the share capital of the Corporation other than the Shareholders Agreement, and (iv) the Corporation is not a party to, and to the Corporation’s knowledge, there are, no agreements, understandings, trusts or other understandings concerning transfers of the share capital of the Corporation other than the Shareholders Agreement. Notwithstanding the foregoing, the Purchaser understands and agrees that the Corporation may issue additional shares to Corporation’s Employee Stock Option Plan.

6.7

Debt

Schedule 6.7 lists all outstanding Debt of the Corporation and its Subsidiaries. Other than the Debt in favour of Frontwell Capital Partners Inc., Oxus Capital PTE Ltd., Utica Equipment Finance, Belphar LTD., and Saule Algaziyeva, all Debt of the Corporation is owed, directly or indirectly, to shareholders of the Corporation.

6.8

Material Contracts

Schedule 6.8 lists all Material Contracts of the Corporation and its Subsidiaries. The Material Contracts are in full force and effect and were entered into and have been performed in accordance with their terms in all material respects. None of the Corporation or any of its Subsidiaries is in default under, or in breach in any material respect of its obligations contained in, any of the Material Contracts. So far as Corporation is aware, no other party is in default under or in breach any material respect of its obligations contained in, any of the Material Contracts, and no party to a Material Contract has given notice of its intention to terminate, amend or modify a Material Contract.

6.9

Welfare and Pension Plans

The Corporation and each of its Subsidiaries has adopted all Welfare Plans required by applicable law and each of such plans has been maintained in compliance with such laws in all material respects including, without limitation, all requirements relating to employee participation, funding, investment of funds, benefits and transactions with the Corporation and its Subsidiaries and persons related to them. Neither the Corporation nor any Subsidiary has a material contingent liability with respect to any post-retirement benefit under a Welfare Plan. Neither the Corporation nor any Subsidiary maintains a Pension Plan.

6.10

ERISA Plans

Neither the Corporation nor any of its Subsidiaries or their respective ERISA Affiliates operates or administers any ERISA Plan.

6.11

Employee Matters

None of the Corporation or any of its Subsidiaries is a party to or bound by any currently effective employment contract, deferred compensation arrangement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employee compensation plan or agreement, except as set forth on Schedule 6.11. No employee of the Corporation or any of its Subsidiaries has been granted the right to continued employment by the Corporation or such Subsidiary or to any material compensation following termination of employment with the Corporation or such Subsidiary. No employee of the Corporation or any Subsidiary, nor any consultant with whom any of them has contracted, is in violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, them. The continued employment by the Corporation or its Subsidiary of its respective present employees, and the performance of their respective contracts with its independent contractors, will not result in any such violation, and neither the Corporation nor any of its Subsidiaries has received any notice alleging that such violation has occurred. No officer, key employee or group of employees of the Corporation or its Subsidiaries intends to terminate his, her or their employment with the Corporation or such Subsidiary, as applicable, nor does the Corporation or any its Subsidiaries have a present intention to terminate the employment of any such officer, key employee or group of employees. Each former employee of the Corporation and its Subsidiaries whose employment was terminated thereby has entered into an agreement with the Corporation or Subsidiary providing for the full release of any claims against the Corporation or such Subsidiary, or any related party arising out of such employment.

6.12

Intellectual Property

(a)

The Corporation and its Subsidiaries has sufficient title and ownership of, or licenses to, all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, trade secrets, know-how, recipes and formulae, rights relating to social media, logos, domain names, website names and world wide web addresses, information, proprietary rights and processes (collectively, “Intellectual Property”) necessary for its business as now conducted without any violation or infringement of the rights of others.

(b)

Schedule 6.12 sets forth a complete list and a description of all Intellectual Property applications and registrations owned by the Corporation and its Subsidiaries. The Corporation and its Subsidiaries own such Intellectual Property free and clear of any Liens (other than Permitted Liens). Such Intellectual Property is subsisting and valid and enforceable, and no action, suit, proceeding, arbitration, investigation, charge, complaint, claim, or demand is pending or, to the knowledge of the Corporation, is threatened, that (i) challenges the validity, enforceability or ownership of such Intellectual Property or (ii) alleges that the conduct of the business by the Corporation or its Subsidiaries infringes on or otherwise violates any rights relating to Intellectual Property of any other person.

(c)

The Corporation and its Subsidiaries take and have taken commercially reasonable steps to protect, maintain and enforce the Intellectual Property necessary for its business, including in respect of the confidentiality of proprietary information and trade secrets material to the business, such as product recipes. To the knowledge of the Corporation, there has been no unauthorized disclosure of any trade secrets or material proprietary information of the Company or its Subsidiaries.

(d)

To the knowledge of the Corporation, the operation of its business as currently conducted and as proposed to be conducted, does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any person. To the knowledge of the Corporation, no person is currently infringing, misappropriating or otherwise violating any of the Corporation or its Subsidiaries’ Intellectual Property or any material Intellectual Property licensed to the Corporation or its Subsidiaries. There have been no pending, or threatened, Intellectual Property claims, proceedings or litigation involving the Corporation.

(e)

The transactions contemplated by this Purchase Agreement and the continued operation of the Corporation and its Subsidiaries’ respective businesses as currently contemplated, will not violate or breach the terms of any Intellectual Property license, or entitle any other party to any such Intellectual Property license to terminate or modify it, or otherwise adversely affect any of the Corporation or its Subsidiaries rights under it.

6.13

Litigation

As of the date of execution of this Purchase Agreement, other than as disclosed in Schedule 6.13, there are no actions (including, without limitation, derivative actions), suits, proceedings or investigations pending and, to the knowledge of the Corporation, there are no proceedings threatened by or against the Corporation or its Subsidiaries at law or in equity in any court or before any other governmental authority which if adversely determined (i) would (alone or in the aggregate) result in a material liability or have a material adverse effect or (ii) seeks to enjoin, either directly or indirectly, the execution, delivery or performance by the Corporation of this Purchase Agreement and the Note issued hereunder or the transactions contemplated thereby. To the knowledge of the Corporation there are no grounds on which any such proceedings might be commenced with any reasonable likelihood of success.

6.14

Compliance with Laws

(a)

Neither the Corporation nor any of its Subsidiaries is in violation of any federal, provincial, state, municipal or other applicable law, regulation or order of any governmental authority, domestic or foreign, which applies to the Corporation, its Subsidiaries or their respective business.

(b)

The Corporation and its Subsidiaries are in compliance with, and have complied with at all times, all Food Safety Laws, including those applicable to current good manufacturing practices, food additives, sanitary transportation, hazard analysis and risk-based preventive controls, supplier verification, protection against the intentional adulteration of food, and food labeling and advertising.

(c)

The Corporation and its Subsidiaries have not received any written notices of deficiency, violation or potential violation with respect to, any Food Safety Laws, other than with respect to normal-course facility audits of governmental authorities where non-material deficiencies, violations or observations may have been noted by the governmental authority and which were subsequently corrected and resolved.

(d)

To the knowledge of the Corporation, the Corporation and its Subsidiaries have not manufactured, sold, packaged, labelled, imported, exported or distributed any food product that is or was “adulterated,” “misbranded,” or otherwise violative within the meaning of any Food Safety Laws, and all such products are and have been in material conformity with all contractual commitments and product warranties.

(e)

No food product manufactured, sold, packaged, labelled, imported, exported or distributed by the Corporation is a novel food within the meaning of applicable Food Safety Laws.

(f)

There has been no Recall of any food product manufactured, sold, packaged, labelled, imported, exported or distributed by the Corporation or its Subsidiaries, and no facts or circumstances exist that could reasonably be expected to result in a Recall, including, without limitation, any violation of Food Safety Laws.

(g)

The Corporation and its Subsidiaries have all material approvals, permits, registrations, and licenses of all Governmental Authorities that are necessary to permit Corporation and its Subsidiaries to carry on their respective businesses in all material respects as currently conducted. All such approvals, permits, registrations, and licenses are in full force and effect. There has been no cancellation, revocation or material violation or material default of any approval, permit, registration, and license, and no proceeding is pending or, to the knowledge of the Corporation, threatened to cancel, revoke or limit any such approval, permit, registration, or license.

6.15

Financial Statements

The audited consolidated financial statements of the Corporation for the fiscal year ended 2022 and the unaudited consolidated financial statements of the Corporation, for the periods through January 1, 2023 present fairly in all material respects the consolidated financial position of the Corporation, on a consolidated basis as at the dates indicated and the results of their operations and changes in their financial position for the periods specified and reflect all material liabilities (absolute, accrued, contingent or otherwise) of the Corporation, as of the dates thereof and such financial statements have been prepared in conformity with GAAP applied, except as otherwise stated therein, on a consistent basis.

6.16

Default

No Default or Event of Default has occurred and is continuing.

6.17

Material Adverse Change

No Material Adverse Change has occurred since the Definitive Agreement has been signed.

6.18

Solvency

None of the Corporation, its Subsidiaries or any of their respective predecessors, where applicable, (a) has committed any act of bankruptcy or initiated or taken steps to initiate any Insolvency Proceeding, (b)(i) is insolvent, (ii) is unable for any reason to unable to meet its obligations as they generally become due, (iii) has ceased paying its current obligations or (iv) is a Person the aggregate of whose property is not, at fair valuation, sufficient, or, if disposed of at a fairly conducted sale under legal process, would not be sufficient to pay all its obligations due and accruing due, (c) has proposed, or given notice of its intention to propose, a compromise or arrangement to its creditors generally, including pursuant to any Insolvency Legislation, or (d) has any petition for a receiving order in bankruptcy filed against it, made a voluntary assignment in bankruptcy, taken any proceeding with respect to any compromise or arrangement, taken any proceeding to have itself declared bankrupt or wound-up, taken any proceeding to have a receiver appointed of any part of its assets, has had any encumbrancer take possession of any of its property.

6.19

Taxes

The Corporation and its Subsidiaries has filed all federal, provincial, state and other (including foreign) Tax returns which are required to be filed, and, other than as set forth in Schedule 6.19, have paid all Taxes as shown on said returns, as well as all other Taxes to the extent that they have become due, unless being contested in good faith with appropriate reserves. All Tax liabilities of the Corporation and each Subsidiary are adequately provided for on the Corporation’s or Subsidiary’s books, as applicable, including interest and penalties. No Tax liability has been asserted by taxing authorities for Taxes in excess of those already paid, and no taxing authority has notified the Corporation, or any of its Subsidiaries, of any material deficiency in any federal, state and other Tax returns.

6.20

Insurance

The Corporation and its Subsidiaries maintains insurance for risks and in amounts customary for prudent companies in the Corporation’s or Subsidiary’s industry and owners of comparable assets with responsible insurers against such risks. Neither Corporation nor any of its Subsidiaries is in default with respect to any of the material provisions contained in any current insurance policy or has failed to give any notice or pay any premium or present any unsettled claim under any current insurance policy in a due and timely fashion.

6.21

Liabilities

Neither the Corporation nor its Subsidiaries has any material liabilities and, to the best of its knowledge no material contingent liabilities, not disclosed in the financial statements of the Corporation, except (i) current liabilities incurred in the ordinary course of business to the date of the financial statements, which have not been, either in any individual case or in the aggregate, materially adverse and (ii) liabilities of a type not required by GAAP to be reflected in financial statements.

6.22

Non-Arm’s Length Transactions

All agreements, arrangements or transactions between the Corporation and its Subsidiaries, on the one hand, and any affiliate of or other Person not dealing at arm’s length with the Corporation or its Subsidiaries (other than ordinary course arrangements with any employee, management or director of the Corporation or its Subsidiaries), on the other hand, in existence as of Closing are set forth on Schedule 6.22.

6.23

Sanctions and Anti-Money Laundering

(a)

None of the Corporation, nor any of the Corporation’s Subsidiaries, nor any of their respective directors, officers, employees or affiliates nor, to the best of their collective knowledge, any agents or other persons acting on behalf of any of the foregoing,

(i)

is, or is owned or controlled by, a person listed on the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), or any similar list maintained by the United Nations, the European Union or any other U.S. government entity;

(ii)

is, or is owned or controlled by, a person that is the subject of any of the sanctions administered by OFAC, the U.S. Department of State (including, but not limited to, conduct sanctionable under the Iran Sanctions Act or the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010), or any equivalent sanctions or measures imposed by the United Nations, the European Union or any other U.S. government entity (collectively, the “Sanctions”), or has engaged in sanctionable conduct under Sanctions;

(iii)

directly or indirectly, has conducted, conducts or is otherwise involved with any business with or involving any government (or any sub-division thereof), or any person, entity or project, targeted by, or located in any country that is the subject of Sanctions;

(iv)

directly or indirectly supports or facilitates, or plans to support or facilitate or otherwise become involved with, any such person, government, entity or project; or

(v)

is or ever has been in violation of or subject to an investigation relating to Sanctions.

(b)

The Corporation acknowledges that Canadian federal law and regulations administered by, inter alios, Foreign Affairs and International Trade Canada and the Department of Public Safety Canada (collectively, the “Departments”) prohibit the Corporation from, among other things, engaging in transactions with Persons on the lists created under various federal statutes and regulations (including, but not limited to, the Freezing Assets of Corrupt Foreign Officials Act (Canada), the Special Economic Measures Act (Canada), the United Nations Act (Canada) and under the Criminal Code (Canada)) and blocked Persons and foreign countries and territories subject to Canadian sanctions administered by, inter alios, the Departments (together, the “Canadian Sanctions”). The Corporation represents and warrants that neither it nor any of its directors, officers or affiliates is a Person or is owned or controlled by a Person that is subject to Canadian Sanctions (a “Prohibited Person”) and the Corporation is not acting directly or indirectly on behalf of any Prohibited Person in connection with the transactions contemplated herein.

(c)

The operations of the Corporation are and have at all times been conducted in compliance with all anti-money laundering laws and all applicable financial record keeping and reporting requirements, rules, regulations and guidelines applicable to the Corporation (collectively, “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Corporation with respect to Money Laundering Laws is pending and, to the best of its knowledge, no such actions, suits or proceedings are threatened or contemplated.

6.24

Accuracy of Information

All factual information heretofore or contemporaneously furnished by or on behalf of the Corporation to the Purchaser in connection with this Purchase Agreement, the Note or the Qualifying Transaction, was true and accurate in all material respects at the time given and the Corporation is not aware of any omission of any material fact which renders such factual information incomplete or misleading in any material way at the time given.

ARTICLE 7
DEFAULT

7.1

Events of Default

Upon the happening of any one or more of the following events (each an “Event of Default”), namely:

(a)

breach by the Corporation of any representations, warranties or terms and conditions of this Purchase Agreement;

(b)

if the Corporation makes default in payment of the principal or premium, if any, payable on the Note;

(c)

if the Corporation makes default in payment of any Interest due on the Note and if such default continues for a period of ten (10) days when the same becomes due under any provision hereof or of the Note;

(d)

failure to deliver when due certificates representing any Conversion deliverable upon the conversion of the Note within five (5) Business Days after the Date of Conversion;

(e)

this Purchase Agreement shall for any reason, or is claimed by the Corporation to, cease in whole or in any material part to be a legal, valid, binding and enforceable obligation of the Corporation;

(f)

if a decree or order of a court having jurisdiction in the premises is entered adjudging the Corporation, any of its Subsidiaries (collectively, the “Issuer Parties”), a bankrupt or insolvent under the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or analogous laws, or issuing sequestration or process of execution against, or against any substantial part of the property of any Issuer Party, or appointing a receiver of, or of any substantial part of the property of any Issuer Party or ordering the winding-up or liquidation of its affairs, and any such decree or order continues unstayed and in effect for a period of 30 days;

(g)

if a resolution is passed for the dissolution, winding-up or liquidation of any Issuer Party, or if any Issuer Party institutes proceedings to be adjudicated a bankrupt or insolvent, or consents to the institution of bankruptcy or Insolvency Proceedings against it under the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or analogous laws, or consents to the filing of any such petition or to the appointment of a receiver of, or of any substantial part of, the property of any Issuer Party or makes a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due or takes corporate action in furtherance of any of the aforesaid purposes;

(h)

if, after the date of this Purchase Agreement, any proceedings with respect to the Corporation are taken with respect to a compromise or arrangement, with respect to creditors of any Issuer Party generally, under the applicable legislation of any jurisdiction;

(i)

any Issuer Party ceases to operate;

(j)

the occurrence of an event of default under one or more mortgage, bond, indenture, loan agreement or other document evidencing indebtedness of the Corporation or of any its Subsidiaries, which indebtedness has an aggregate outstanding principal amount of USD $100,000 or more, and such default: (i) results in the acceleration of such indebtedness prior to its stated maturity; or (ii) constitutes a failure to make any payment with respect to any such indebtedness when due and payable after expiration of any applicable grace period;

(k)

failure by the Corporation or any of its Subsidiaries to pay one or more final judgment or judgments in an aggregate amount of USD $100,000 or more and which judgments are not paid, discharged or stayed for a period of 30 days;

(l)

the occurrence of any action, suit or proceeding against or affecting the Corporation before any court or before other governmental or regulatory entity which, if successful, could reasonably be expected to result in a Material Adverse Change, unless the action, suit, or proceedings is contested diligently and in good faith and, in circumstances where a lower court or tribunal has rendered a decision adverse to it, the Corporation is appealing such decision, and has provided a reserve in respect thereof in accordance with GAAP;

(m)

a writ of execution or attachment or similar process in respect of any judgment which, together with all other such writs of execution or attachment or similar process is, in the aggregate, in excess of USD $100,000, is issued or levied against all or a substantial portion of the property of the Corporation or of a Subsidiary in connection with any judgment against the said party and such writ, execution, attachment or similar process is not released, bonded, satisfied, discharged, vacated or stayed within 30 days after its entry, commencement or levy;

(n)

a Change of Control occurs other than as a result of the Qualifying Transaction,

then in each and every such event the Principal of and Interest on the Note then outstanding and all moneys outstanding hereunder shall become immediately due and payable to the Purchaser and the Corporation shall forthwith pay to the Purchaser such Principal, accrued and unpaid Interest and all other moneys outstanding hereunder, together with Interest borne at the Interest Rate on such Principal, Interest and such other moneys from the date of the Event of Default arising until payment is received by the Purchaser.

The Corporation shall give written notice to the Purchaser immediately upon the Corporation becoming aware of the occurrence of an Event of Default, containing reasonable details of that Event of Default, and shall provide such other information as is reasonably requested in writing by the Purchaser in respect of such Event of Default.

ARTICLE 8
NOTICES

8.1

Notice to Corporation

(a)

Notices to the Corporation shall be in writing and may be delivered:

(i)

Personally by leaving them with the party, or at the offices of the party, to whom they are addressed at that party's address hereinafter given, and notices so served shall be deemed to have been received by the addressee thereof on the day of delivery, unless actually delivered on a day which is not a Business Day or after 5:00 o'clock p.m. on the day of delivery, in which case notice shall be deemed to be received on the next ensuing Business Day;

(ii)

by electronic mail or any other like method by which a message may be sent directly to the party to whom they are to be delivered at that party's address hereinafter given, and notices so sent shall be deemed to have been received by the addressee thereof on the Business Day following the day of transmission; and

(iii)

by mailing them first class (air mail if to or from a country other than Canada) registered post, postage prepaid, to the party to whom they are to be delivered, in which case notices mailed shall be deemed to be received by the addressee thereof on the fifth Business Day following the day of mailing thereof.

(b)

The address of the Corporation shall be as follows:

Borealis Foods Inc.
1540 Cornwall Rd., Suite 104
Oakville, ON
L6J7

Attention: Reza Soltanzadeh, President
E-mail: [*****]

8.2

Notice to Purchasers

Any notice, direction or other communication to be given under this Purchase Agreement shall be in writing and given by delivering it by personal delivery or courier or sending it by electronic mail and addressed to the addresses set forth above for the Corporation, and to the address for the Purchaser is:

Aman Murat Baikadamuly

Address: _____[*****]__________________________________________________________________

email address: __[*****]_________________________________________________________________

A notice is deemed to be given and received (i) if sent by Personal delivery or courier, on the date of delivery if it is a Business Day and the delivery was made prior to 5:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, or (ii) if sent by electronic mail, on the Business Day following the date of transmission. The Purchaser may change its address for service or agent for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice must be sent to the party at its changed address. Any element of the Purchaser’s address that is not specifically changed in a notice will be assumed not to be changed.

8.3

Change of Address

Any party to this Purchase Agreement may change its address by notice delivered in accordance with this Purchase Agreement.

ARTICLE 9
MISCELLANEOUS

9.1

Finder’s Fee

Other than as disclosed in Schedule 9.1, each party represents that it neither is nor will be obligated for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Purchase Agreement. The Corporation agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee (and any asserted liability) for which the Corporation or any of its officers, employees or representatives is responsible.

9.2

Subordination

The indebtedness evidenced by the Note is hereby expressly subordinated in right of payment to the prior payment in full of all the Corporation’s indebtedness to Frontwell Capital Partners and Belphar Ltd., but all other unsecured indebtedness of the Corporation is ranked pari passu to the right of payment in full of all the Corporation’s indebtedness to the Purchaser. Purchaser agrees to execute a subordination agreement in a form acceptable to Frontwell Capital Partners concurrently with the execution hereof.

9.3

Replacement of Note

Upon receipt of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of the Note, the Corporation will issue a new Note, of identical tenor and amount and dated the date to which interest has been paid, in lieu of such lost, stolen, destroyed or mutilated Note and the affidavit of the Purchaser setting forth the circumstances with respect to such loss, theft or destruction shall be accepted as satisfactory evidence of the loss, theft, destruction or mutilation of such Note.

9.4

Expenses

Each party will pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Purchase Agreement.

9.5

Amendment

Any term of this Purchase Agreement and the Note may be amended and the observance of any term of this Agreement and the Note may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Corporation and the Purchaser.

9.6

Severability

If the whole or any portion of this Purchase Agreement or the application thereof to any circumstance will be held invalid or unenforceable to an extent that does not affect the operation of this Purchase Agreement in question in a fundamental way, the remainder of this Purchase Agreement, or its application to any circumstance other than that to which it has been held invalid or unenforceable, will not be affected thereby and will be valid and enforceable to the fullest extent permitted by applicable law.

9.7

Execution

This Purchase Agreement may be simultaneously executed by electronic signature and in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

9.8

Time is of the Essence

Time shall be of the essence in this Purchase Agreement.

9.9

Entire Agreement

This Purchase Agreement, together with the Note and the Ancillary Documents, constitutes the entire agreement between the Corporation and the Purchaser with respect to the subject matter hereof. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties with respect thereto except as expressly set forth in this Purchase Agreement, the Note and the and the Ancillary Documents.

IN WITNESS whereof the parties hereto have executed these presents under their respective corporate seals and the hands of their proper officers in that behalf.

CORPORATION:

BOREALIS FOODS INC.

By:	/s/ Reza Soltanzadeh
	Reza Soltanzadeh
	Its:	President
	Date:	11/15/2023

PURCHASER:

Aman Murat Baikadamuly

/s/ Aman Murat Baikadamuly
Date:	11/15/2023

Exhibit 10.9

NOTE PURCHASE AGREEMENT

Made and effective as of the 30 day of January, 2024 (the “Effective Date”),

BETWEEN:

BOREALIS FOODS INC., a corporation incorporated under the laws of the Province of Ontario (hereinafter called the “Corporation”)

- AND -

GSS Overseas LTD., a corporation incorporated under the laws of the British Virgin Islands (the “Purchaser”)

WHEREAS the Corporation as of February 23, 2023 entered into a Business Combination Agreement (the “Definitive Agreement”) with Oxus Acquisition Corp. (“Oxus”) pursuant to which the Corporation shall, through a series of transactions carried out in accordance with the terms and conditions of the Definitive Agreement, amalgamate with Oxus, with the amalgamated entity being a public company, the shares of which shall be traded on the Nasdaq Stock Market LLC (such amalgamated entity referred to herein as the “Public Company”).

NOW THEREFORE it is hereby covenanted, agreed and declared as follows:

ARTICLE 1.
INTERPRETATION

1.1 Definitions

“affiliate” has the meaning given in Section 1(1) of the Business Corporations Act (Ontario); “Ancillary Documents” has the meaning set forth in Section 6.1;

“Business Day” means a day which is not a Saturday or Sunday or a civic or statutory holiday in Ontario;

“Change of Control” means:

(i) the purchase or acquisition by any Person or group of Persons acting jointly or in concert, of voting control of an aggregate of 50% or more of the outstanding equity of the Corporation;

(ii) the sale or other transfer of all or substantially all of the consolidated assets of the Corporation; or

“Closing” has the meaning set forth in Section 2.2;

“Company Value” means USD $150,000,000;

“Constating Documents” has the meaning set forth in Section 6.2(a);

“Conversion Notice” means a notice in the form attached hereto as Schedule “B”;

“Conversion Securities” has the meaning set forth in Section 6.3;

“Date of Conversion” has the meaning set forth in Section 4.1(d);

“Default” means an event that, with the passage of time would result an Event of Default;

“Definitive Agreement” has the meaning given to it in the recitals hereto;

“Employee Stock Option Plan” means the Corporation’s Employee Stock Option Plan established January 6, 2022;

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect;

“Event of Default” means any event specified in Section 7.1, provided that there has been satisfied any requirement in connection with such event for the giving of notice, or the lapse of time, or the happening of any further condition, event or act;

“Insolvency Legislation” means legislation in any applicable jurisdiction relating to reorganization, arrangement, compromise or re-adjustment of debt, dissolution or winding-up, or any similar legislation, and specifically includes for greater certainty the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) and the Bankruptcy Code (United States), together with any other similar statutes (including corporate statutes) in Canada or any other applicable jurisdiction in which the Corporation, any of its Subsidiaries operates.

“Interest” means the amount accrued on the balance of the Principal Amount indicated in the Note from time to time outstanding at the Interest Rate;

“Interest Rate” means ten percent (10%) per annum;

“Issuer Party” has the meaning set forth in Section 7.1(f);

“Material Adverse Change” means the occurrence of an event which has a material adverse effect on (i) the financial condition of Corporation and its Subsidiaries taken as a whole, (ii) the Corporation’s ability to perform its obligations under this Purchase Agreement or the Note or the validity or enforceability of a material provision of this Purchase Agreement or the Note or (iii) the property, business, operations or liabilities of the Corporation and the Subsidiaries taken as a whole;

“Material Contracts” means, collectively:

(i)

the Credit Agreement dated August 10, 2023 among the Corporation and Frontwell Capital Partners Inc., as amended, restated, supplemented or otherwise modified from time to time;

(ii)

each Shareholder Debt Document;

(iii)

material customer contracts, broker agreements and distribution agreements;

(iv)

the Definitive Agreement;

(v)

material real estate documents; and

(vi)

any new contract or agreement with monthly revenue greater than $100,000 or involving a liability or expenditure greater than $100,000, and

any other contacts or agreements which, if breached or terminated, could reasonably be expected to result in a Material Adverse Change.

“Maturity Date” means June 8, 2024;

“Non-Canadian Pension Plan” means any “pension plan”, scheme, fund (including any superannuation fund) or other similar program established, sponsored or maintained outside of Canada by the Corporation or any of its Subsidiaries primarily for the benefit of employees thereof residing outside of Canada, which is subject to statutory funding requirements in advance of the payment of pension benefits thereunder, and which plan is not subject to the funding requirements of the Pension Benefits Act (Ontario) or applicable pension benefits legislation in any other Canadian jurisdiction;

“Note” means, the USD $3,000,000 convertible promissory note to be issued by the Corporation hereunder on the Closing Date;

“Pension Plan” means a Canadian Pension Plan or a Non-Canadian Pension Plan.

“Permitted Debt” means, collectively (i) all Debt incurred hereunder and under the Notes, (ii) all Debt identified in Schedule 6.7 (including any Debt owing to Frontwell Capital Partners);

“Permitted Lien” means, in respect of the Corporation and any of its Subsidiaries:

(i)

encumbrances for taxes, assessments or governmental charges incurred in the ordinary course of business that are not yet due and payable or the validity of which is being actively and diligently contested in good faith by the relevant Person, provided adequate reserves with respect thereto are maintained on the books of the relevant Person in accordance with GAAP;

(ii)

construction, mechanics’, carriers’, warehousemen’s and materialmen’s liens and liens in respect of vacation pay, workers’ compensation, employment insurance or similar statutory obligations, provided the obligations secured by such liens are not yet due and payable or the validity of which is being actively and diligently contested in good faith by the relevant Person, provided adequate reserves with respect thereto are maintained on the books of the relevant Person, and, in the case of construction liens, which have not yet been filed or for which the relevant Person has not received written notice of a Lien or which singly or in the aggregate do not materially detract from the value of the asset concerned or the Holder’s security;

(iii)

encumbrances arising from court or arbitral proceedings, provided that the claims secured thereby are being contested in good faith by the relevant Person, provided adequate reserves with respect thereto are maintained on the books of relevant Person in accordance with GAAP, execution thereon has been stayed and continues to be stayed and such Lien do not result in an Event of Default;

(iv)

good faith deposits made in the ordinary course of business to secure the performance of bids, tenders, contracts (other than for the repayment of borrowed money), leases, surety, customs, performance bonds and other similar obligations;

(v)

deposits to secure statutory obligations or in connection with any matter giving rise to a Lien described in (ii) above;

(vi)

deposits of cash or securities in connection with any appeal, review or contestation of any Lien or any matter giving rise to a Lien described in (i) or (iii) above;

(vii)

zoning restrictions, easements, rights of way, leases or other similar encumbrances or privileges in respect of real property which in the aggregate do not materially affect the value of such property nor impair the use of such property by the relevant Person in the operation of its business, and which are not violated in any material respect by existing or proposed structures or land use;

(viii)

security given by the relevant Person to a public utility or any governmental authority, when required by such utility or governmental authority in connection with the operations of the relevant Person, in the ordinary course of its business, which singly or in the aggregate do not materially detract from the value of the asset concerned or materially impair its use in the operation of the business of the relevant Person;

(ix)

any other Lien which the Purchaser approves in writing as a Permitted Lien subsequent to the date hereof; and

(x)

Liens listed in Schedule 5.17, and provided that in no event shall any assets or property of the Company or any Subsidiary thereof be subject to such security interests or mortgages.

“Person” includes an individual, corporation, company, partnership (whether general or limited), association or trust;

“Principal” has the meaning set forth in Section 2.5(a);

“Public Company” has the meaning given to it in the recitals hereto;

“Qualifying Transaction” means closing of transactions as described in Section 2.08 of the Definitive Agreement;

“Securities” means common shares in the capital of the Public Company;

“United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

“Valuation Cap” means USD $120,000,000.00;

“Withholding Amount” has the meaning set forth in Section 2.7; and

1.2 Special Accounting Provisions

(a)

(b)

all determinations shall be made in accordance with GAAP and shall give effect to retirements of securities to be effected concurrently with or prior to any proposed action; and

(c)

all determinations made hereunder shall be conclusive and binding for all purposes of this Purchase Agreement.

1.3 Interpretation

In this Purchase Agreement:

(a)

words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa;

(b)

all references to Articles and Schedules refer, unless otherwise specified, to Articles of and Schedules to this Purchase Agreement;

(c)

(d)

1.4 Headings, Etc.

1.5 Day not a Business Day

1.6 Applicable Law

1.7 Monetary References

All references to currency herein and in the Note shall be to lawful money of the United States of America, unless otherwise expressed.

1.8 Invalidity, Etc.

Any provision hereof which is prohibited or unenforceable shall be ineffective only to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof.

1.9 Language

This document is drawn up in English at the express wish of the parties. C’est le volanté expresse des parties que cette entente soit redigée en anglais.

1.10 Successors and Assigns

1.11 Schedules

Schedule “A” – Form of Note

Schedule “B” – Form of Conversion Notice

Schedule 5.17 – Permitted Liens

Schedule 6.6 – Share Capital

Schedule 6.7 – Debt

Schedule 6.8 – Material Contracts

Schedule 6.10 – Employee Matters

Schedule 6.22 – Non-Arm’s Length Transactions

ARTICLE 2.
NOTE AND NOTE ISSUANCE

2.1 Note Issuance.

The Corporation has authorized the issuance and sale of the Note in the principal amount of USD $3,000,000, such Note to be issued at the Closing.

2.2 Purchase and Sale of Note.

2.3 Use of Proceeds

2.4 Note Attributes

2.5 Repayment of Principal and Interest

(a)

Principal

(b)

Interest

(i)

paid in cash on the date on which such Note is repaid if such Note is repaid in cash pursuant to the terms hereof; or

(ii)

converted into Securities on the Date of Conversion.

(c)

Prepayment

The Corporation shall not make any optional prepayment of Principal or Interest.

2.6 Interest

(a)

Interest on Conversion

Where the Principal is converted to Securities pursuant to the terms hereof, any Interest payable in connection with the Note shall also be converted to Securities, subject to Section 2.7 below.

(b)

Per annum

2.7 Withholding Taxes

(a)

All payments to be made by or on behalf of the Corporation pursuant hereunder (including the Conversion) or under the Notes are to be made without set-off, deduction, compensation or counterclaim and free and clear of and without deduction or withholding for or on account of any Taxes (which for greater certainty does not include Taxes on the overall income or capital of the Purchaser), except for the deduction of such Taxes as required by applicable laws. If required by applicable laws, the Corporation shall be entitled to deduct or withhold from any amounts payable to the Purchaser, such amount as is required to be deducted or withheld in respect of any Taxes with respect to the payment (a “Withholding Amount”). The Corporation shall duly remit any Withholding Amount to the appropriate governmental authority within the applicable time limits under applicable law. As soon as practicable after the remittance of such Withholding Amount to a governmental authority, the Corporation will deliver to the Purchaser the original or a certified copy of a receipt issued by such governmental authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Purchaser.

(b)

(c)

(d)

(e)

ARTICLE 3.
CONDITIONS PRECEDENT

3.1 Conditions Precedent to Closing

The obligations of the Purchaser hereunder are subject to the fulfillment or waiver, prior to or concurrently with Closing, of each of the following conditions:

(a)

The Corporation shall have delivered, or caused to be delivered, to the Purchaser duly executed copies of:

(i)

this Purchase Agreement;

(ii)

the Note;

(b)

Each of the representations and warranties of the Corporation contained in Article 6 shall be true and complete in all material respects on and as of the date of the Closing;

(c)

The Corporation shall have obtained or made all approvals, consents, qualifications and filings necessary to complete the purchase and sale described herein. The Corporation shall have delivered to the Purchaser a certificate of good standing in respect of the Corporation, and any Subsidiaries of the Corporation, each dated no more than thirty (30) days prior to the date of Closing.

ARTICLE 4.
CONVERSION

4.1 Conversion

(a)

The outstanding Principal and all accrued and unpaid Interest on the Note may be converted into Securities pursuant to the terms set forth in Section 4.1(b) below (each, a “Conversion”).

(b)

(c)

Each Conversion under the Note shall be effected in accordance with the following:

(i)

the outstanding Principal and accrued and unpaid interest of the Note to be converted shall be converted in full into such number of Securities equal to the quotient of:

(A) the product of:

(I)

the aggregate of all of the Principal outstanding and all accrued and unpaid Interest, multiplied by

(II)

an amount equal to Company Value divided by the Valuation Cap, divided by,

(B) USD $10.00.

(d)

For the purposes hereof, the Note shall be deemed to be surrendered for conversion on the day that the Purchaser delivers the Conversion Notice and the surrendered Note to the Corporation, or if the Note is automatically converted pursuant to Section 0, the date on which such automatic Conversion occurs in accordance therewith (in each case, the “Date of Conversion”).

(e)

(f)

The Securities issued upon conversion shall rank pari passu in respect of dividends declared in favour of Purchaser on and after the Date of Conversion, from which applicable date they will for all purposes be and be deemed to be issued and outstanding as fully paid and non-assessable Securities.

4.2 No Requirement to Issue Fractional Securities

4.3 Adjustments to Securities

ARTICLE 5.
COVENANTS

The Corporation hereby covenants and agrees with the Purchaser for the benefit of the Purchaser as follows:

5.1 Payment of Principal and Interest

5.2 To Carry out this Purchase Agreement

The Corporation will duly and punctually perform and carry out all of the acts or things to be done by it as provided in this Purchase Agreement and the Note.

5.3 Carry on Business

5.4 Dispositions

5.5 Taxes

5.6 Remittances.

The Corporation will make all of the remittances required to be made by it to the applicable federal, provincial or municipal governments and keep such remittances up to date.

5.7 Pension and Welfare Plans

5.8 Inspection of Property

5.9 Comply with Law and Maintain Permits

5.10 Transactions with Affiliates.

5.11 Material Contracts

The Corporation and each of its Subsidiaries shall observe each term, covenant and agreement contained in the Material Contracts in all material respects.

5.12 Employee Matters

5.13 Insurance

5.14 Intellectual Property

5.15 Notices

The Corporation will provide the Purchaser with prompt written notice of:

(a)

the occurrence of any Default or Event of Default;

(b)

any new Material Contracts, together with a copy thereof;

(c)

any dispute, notice of termination, proposed amendment or other material information given or received under or in connection with any Material Contract;

(d)

all claims or proceedings pending or, to its knowledge, threatened against it which may give rise to uninsured liability in excess of USD $100,000 or which could result in a Material Adverse Change;

(e)

any allegation or claim made by a third party that the business of the Corporation or its Subsidiaries infringes or misappropriates the Intellectual Property rights of any person;

(f)

any allegation or claim of material deficiency, violation or potential violation of Food Safety Laws, made by a third party, including any governmental authority;

(g)

any product Recall conducted by or on behalf of the Corporation or its Subsidiaries;

(h)

any investigation, inquiry or enforcement proceedings by any governmental authority; and

(i)

any of the representations or warranties hereunder or under any of the Ancillary Documents becoming untrue or incorrect.

5.16 Fundamental Changes

5.17 Debt and Liens

5.18 No Distributions on Shares During Event of Default

5.19 ERISA Plan

None of the Corporation, any of its Subsidiaries or any of its or their ERISA Affiliates operate or administer any ERISA Plan.

5.20 Use of Proceeds

The Corporation shall use the proceeds of the Note solely as permitted by Section 2.3.

ARTICLE 6.
REPRESENTATIONS AND WARRANTIES OF CORPORATION

6.1 Organization, Qualifications and Corporate Power

The Corporation and each of its Subsidiaries is duly incorporated or formed and validly existing and in good standing under the laws of its jurisdiction of formation and is duly licensed or qualified to transact business as a foreign corporation and is in good standing in each jurisdiction in which the nature of the business transacted by it or the character of the properties owned or leased by it requires such licensing or qualification, except where the failure to be so licensed or qualified would not have a material adverse effect on the business or assets of the Corporation or such Subsidiary, as applicable. The Corporation and each of its Subsidiaries has the corporate power and authority to own and hold its properties and to carry on its business as now conducted. The Corporation has the corporate power and authority to execute, deliver and perform its obligations under this Purchase Agreement and all other certificates, documents and instruments ancillary hereto (collectively, the “Ancillary Documents”) and to issue, sell and deliver each Note and the Conversion Securities.

6.2 Authorization of Agreements; Non-Contravention

(a)

(i)

any applicable laws, permits or authorizations applicable to the Corporation or its Subsidiaries;

(ii)

(iii)

the articles, bylaws or any other constating document of the Corporation or its Subsidiaries (in each case, its “Constating Documents”);

(iv)

any provision of any Material Contract or any other indenture, mortgage, agreement, contract or instrument to which the Corporation, or any of its properties or assets is bound,

(v)

any government subsidy or incentive;

(b)

6.3 Validity

6.4 Consents and Approvals

6.5 Title

6.6 Status of Share Capital

(a)

All the outstanding share capital of the Corporation has been duly authorized, is validly issued and is fully paid and non-assessable, and no shares of the share capital of the Corporation or other securities of the Corporation have been issued in violation (i) of any law, treaty, regulation, ordinance, decree, judgment, order or similar requirement made or issued under sovereign or statutory authority and applicable to or binding upon the Corporation, (ii) the Constating Documents or (iii) any pre-emptive right of shareholders of the Corporation or any right of first refusal or other right in favor of any Person that was not waived.

(b)

(c)

There are no unanimous shareholder agreements other than the Shareholders Agreement, a complete copy of which, together with all amendments thereto, has been delivered to the Purchaser.

(d)

(e)

6.7 Debt

6.8 Material Contracts

6.9 Welfare and Pension Plans

6.10 ERISA Plans

Neither the Corporation nor any of its Subsidiaries or their respective ERISA Affiliates operates or administers any ERISA Plan.

6.11 Employee Matters

6.12 Intellectual Property

(a)

(b)

(c)

(d)

(e)

6.13 Litigation

6.14 Compliance with Laws

(a)

(b)

(c)

(d)

(e)

No food product manufactured, sold, packaged, labelled, imported, exported or distributed by the Corporation is a novel food within the meaning of applicable Food Safety Laws.

(f)

(g)

6.15 Financial Statements

6.16 Default

No Default or Event of Default has occurred and is continuing.

6.17 Material Adverse Change

No Material Adverse Change has occurred since the Definitive Agreement has been signed.

6.18 Solvency

None of the Corporation, its Subsidiaries or any of their respective predecessors, where applicable,

(a)

has committed any act of bankruptcy or initiated or taken steps to initiate any Insolvency Proceeding,

(b)

(i) is insolvent, (ii) is unable for any reason to unable to meet its obligations as they generally become due, (iii) has ceased paying its current obligations or (iv) is a Person the aggregate of whose property is not, at fair valuation, sufficient, or, if disposed of at a fairly conducted sale under legal process, would not be sufficient to pay all its obligations due and accruing due, (c) has proposed, or given notice of its intention to propose, a compromise or arrangement to its creditors generally, including pursuant to any Insolvency Legislation, or (d) has any petition for a receiving order in bankruptcy filed against it, made a voluntary assignment in bankruptcy, taken any proceeding with respect to any compromise or arrangement, taken any proceeding to have itself declared bankrupt or wound-up, taken any proceeding to have a receiver appointed of any part of its assets, has had any encumbrancer take possession of any of its property.

6.19 Taxes

6.20 Insurance

6.21 Liabilities

6.22 Non-Arm’s Length Transactions

6.23 Sanctions and Anti-Money Laundering

(a)

(i)

(ii)

is, or is owned or controlled by, a person that is the subject of any of the sanctions administered by OFAC, the U.S. Department of State (including, but not limited to, conduct sanctionable under the Iran Sanctions Act or the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010), or any equivalent sanctions or measures imposed by the United Nations, the European Union or any other U.S. government entity (collectively, the “Sanctions”), or has engaged in sanctionable conduct under Sanctions;

(iii)

(iv)

directly or indirectly supports or facilitates, or plans to support or facilitate or otherwise become involved with, any such person, government, entity or project; or

(v)

is or ever has been in violation of or subject to an investigation relating to Sanctions.

(b)

(c)

6.24 Accuracy of Information

ARTICLE 7.
DEFAULT

7.1 Events of Default

Upon the happening of any one or more of the following events (each an “Event of Default”), namely:

(a)

breach by the Corporation of any representations, warranties or terms and conditions of this Purchase Agreement;

(b)

if the Corporation makes default in payment of the principal or premium, if any, payable on the Note;

(c)

(d)

failure to deliver when due certificates representing any Conversion deliverable upon the conversion of the Note within five (5) Business Days after the Date of Conversion;

(e)

this Purchase Agreement shall for any reason, or is claimed by the Corporation to, cease in whole or in any material part to be a legal, valid, binding and enforceable obligation of the Corporation;

(f)

(g)

if a resolution is passed for the dissolution, winding-up or liquidation of any Issuer Party, or if any Issuer Party institutes proceedings to be adjudicated a bankrupt or insolvent, or consents to the institution of bankruptcy or Insolvency Proceedings against it under the Bankruptcy and Insolvency Act (Canada) or any other bankruptcy, insolvency or analogous laws, or consents to the filing of any such petition or to the appointment of a receiver of, or of any substantial part of, the property of any Issuer Party or makes a general assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due or takes corporate action in furtherance of any of the aforesaid purposes;

(h)

(i)

any Issuer Party ceases to operate;

(j)

(k)

(l)

(m)

(n)

a Change of Control occurs other than as a result of the Qualifying Transaction,

ARTICLE 8.
NOTICES

8.1 Notice to Corporation

(a)

Notices to the Corporation shall be in writing and may be delivered:

(i)

Personally by leaving them with the party, or at the offices of the party, to whom they are addressed at that party’s address hereinafter given, and notices so served shall be deemed to have been received by the addressee thereof on the day of delivery, unless actually delivered on a day which is not a Business Day or after 5:00 o’clock p.m. on the day of delivery, in which case notice shall be deemed to be received on the next ensuing Business Day;

(ii)

by electronic mail or any other like method by which a message may be sent directly to the party to whom they are to be delivered at that party’s address hereinafter given, and notices so sent shall be deemed to have been received by the addressee thereof on the Business Day following the day of transmission; and

(iii)

(b)

The address of the Corporation shall be as follows:

Borealis Foods Inc.
1540 Cornwall Rd., Suite 104
Oakville, ON
L6J7 W5
Attention: Reza Soltanzadeh, President
E-mail: rs@borealisfoods.ca

8.2 Notice to Purchasers

GSS Overseas LTD
Address: 3rd Floor, Yamraj Building,
Market Square P.O. Box 3175 Road Town,
Tortola British Virgin Islands

Attention: Shukhrat Ibragimov

8.3 Change of Address

Any party to this Purchase Agreement may change its address by notice delivered in accordance with this Purchase Agreement.

ARTICLE 9.
MISCELLANEOUS

9.1 Finder’s Fee

9.2 Subordination

The indebtedness evidenced by the Note is hereby expressly subordinated in right of payment to the prior payment in full of all the Corporation’s indebtedness to Frontwell Capital Partners and Belphar Ltd., but all other unsecured indebtedness of the Corporation is ranked pani passu to the right of payment in full of all the Corporation’s indebtedness to the Purchaser. Purchaser agrees to execute a subordination agreement in a form acceptable to Frontwell Capital Partners concurrently with the execution hereof.

9.3 Replacement of Note

9.4 Expenses

Each party will pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Purchase Agreement.

9.5 Amendment

9.6 Severability

9.7 Execution

9.8 Time is of the Essence

Time shall be of the essence in this Purchase Agreement.

9.9 Entire Agreement

IN WITNESS whereof the parties hereto have executed these presents under their respective corporate seals and the hands of their proper officers in that behalf.

	CORPORATION:

	BOREALIS FOODS INC.

	/s/ Reza Soltanzadeh
	By: Reza Soltanzadeh
	Its: President
	Date: 1/30/2024

	PURCHASER:

	GSS Overseas LTD.

	/s/ Shukhrat Ibragimov
	By: Shukhrat Ibragimov
	Its: President
	Date: 1/30/2024

Exhibit 10.11

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: $7,601,661

Dated as of February 7, 2024

Oakville, Ontario

Borealis Foods Inc., an Ontario company (the “Maker”), promises to pay to the order of Oxus Capital PTE. LTD or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of Seven Million Six Hundred and One Thousand Six Hundred and Sixty-One Dollars ($7,601,661) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note. This Note amends, replaces and supersedes in its entirety that certain promissory note, dated October 2, 2023, made by Oxus Acquisition Corp, a Cayman Island company, in favor of the Payee (the “Original Note”), and the unpaid principal balance of the indebtedness evidenced by the Original Note is being merged into and will hereafter be evidenced by this Note.

1. Principal. The principal balance of Note shall be payable on the date that is one year anniversary of this Note (such date the “Maturity Date”). The principal balance may be prepaid at any time without penalty.

2. Interest. No interest shall accrue on the unpaid principal balance of this Note.

3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

4. Events of Default. The following shall constitute an event of default (“Event of Default”):

(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.

(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

5. Remedies.

(a) Upon the occurrence of an Event of Default specified in Section 7(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b) Upon the occurrence of an Event of Default specified in Sections 7(b) or 7(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

6. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

7. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

8. Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic mail, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

9. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

10. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale of the units issued in a private placement to occur prior to the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

12. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

13. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

Acknowledged and agreed as of the date first above written.

Oxus Capital PTE., Ltd

By:	/s/ Pavel Mynzhanov
	Name:	Pavel Mynzhanov
	Title:	Director

Exhibit 10.13

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this 7^th day of February, 2024 between Borealis Foods Inc. (the “Corporation”), a corporation amalgamated under the Business Corporations Act (Ontario) and _____________________________ (the “Indemnified Party”).

RECITALS:

A. The Board of Directors of the Corporation (the “Board”) has determined that the Corporation should act to assure the Indemnified Party of reasonable protection through indemnification and insurance coverage against certain risks arising out of service to, and activities on behalf of, the Corporation to the extent permitted by law.

B. The Corporation is permitted to indemnify its directors, officers and employees to the extent permitted herein. The Corporation considers it desirable and in the best interests of the Corporation to attract and retain the services of highly qualified individuals such as the Indemnified Party to serve as a director, officer and/or employee of the Corporation and to therefore enter into this Agreement to set out the circumstances and manner in which the Indemnified Party may be indemnified in respect of certain liabilities or expenses which the Indemnified Party may incur as a result of acting as a director, officer and/or employee of the Corporation.

C. The Indemnified Party has agreed to serve or to continue to serve as a director and/or officer of the Corporation subject to the Corporation providing the Indemnified Party with directors’ and officers’ liability insurance and an indemnity against certain liabilities and, in order to induce the Indemnified Party to serve and to continue to so serve as a director and/or officer of the Corporation, the Corporation has agreed to provide the indemnity in this Agreement.

NOW THEREFORE the parties agree as follows:

1. Indemnification. The Corporation will, subject to Section 2, indemnify and save harmless the Indemnified Party and the heirs, beneficiaries, affiliates and legal representatives of the Indemnified Party to the fullest extent permitted by applicable law:

1.1 from and against all Losses (as defined below) sustained or incurred by the Indemnified Party in respect of any civil, criminal, administrative, investigative or other Proceeding (as defined below) to which the Indemnified Party is involved in by reason of being or having been a director, officer or employee of the Corporation, whether as a party to or witness or other participant in such Proceeding; and

1.2 from and against all Losses sustained or incurred by the Indemnified Party as a result of serving as a director, officer or employee of the Corporation in respect of any act, matter, deed or thing whatsoever made, done, committed, permitted, omitted or acquiesced in by the Indemnified Party as a director, officer or employee of the Corporation, whether before or after the effective date of this Agreement and whether or not related to a Proceeding.

“Expenses” means all expenses, costs, charges, professional fees and retainers and other expenses of whatever nature or kind, provided that any such costs, charges, professional fees and other expenses are reasonable.

“Final Judgment or Award” means a final judgment of an applicable court or final arbitration award of an applicable arbitration proceeding that has become non-appealable. For certainty, a final judgment of an applicable court or final arbitration award of an applicable arbitration proceeding becomes non-appealable for the purposes of this Agreement if it is not appealed by the parties to this Agreement within the prescribed time period for appeal.

“Losses” means all Expenses, damages, liabilities, interest, judgments, fines, penalties, statutory obligations (including taxes) and settlements.

“Proceeding” includes a claim, action, demand, suit, proceeding, inquiry, hearing, discovery, alternative dispute resolution mechanism, or investigation, of whatever nature or kind, whether threatened, reasonably anticipated, pending, commenced, continuing or completed, whether brought under federal, provincial, territorial, foreign or other law, and any appeal, and whether or not brought by the Corporation.

2. Entitlement to Indemnification

2.1 The rights provided to an Indemnified Party hereunder will, subject to applicable law, apply without reduction to an Indemnified Party provided that: (a) the Indemnified Party acted honestly and in good faith with a view to the best interests of the Corporation or other entity described in Section 2.3; (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party had reasonable grounds for believing that his or her conduct was lawful; and (c) in the case of claims by the Corporation for the repayment by the Indemnified Party or recovery by the Corporation of bonuses or other compensation received by the Indemnified Party from the Corporation, (i) the Indemnified Party did not violate applicable laws related to repayment by the Indemnified Party and recovery by the Corporation of bonuses or other compensation (“Compensation Laws”) and (ii) there are no grounds upon which the Corporation is entitled, in accordance with any applicable employment and compensation policies, agreements and arrangements (“Compensation Arrangements”), to effect repayment or recovery of bonuses or other compensation received by the Indemnified Party from the Corporation.

2.2 Subject to Section 2.1, this indemnity will not apply to (a) claims initiated by the Indemnified Party against the Corporation or any subsidiary, except for claims relating to the enforcement of this Agreement; and (b) claims initiated by the Indemnified Party against any other person or entity (except by way of defence in the case of claims against the Corporation or its officers, directors and employees) unless the Corporation or other entity described in Section 2.3 has joined with the Indemnified Party in or consented to the initiation of that Proceeding.

2.3 The indemnities in this Agreement also apply to the Indemnified Party in respect of his or her service at the Corporation’s request as (a) an officer, director or employee of another corporation or (b) a similar role with another entity, including a partnership, trust, employee benefit plan, joint venture or other unincorporated entity. For the avoidance of doubt, the indemnities in this Agreement also apply to an Indemnified Party in respect of his or her service at the Corporation’s request as an officer, director or employee of, or a similar role with, any subsidiary of the Corporation, and to the Indemnified Party’s Expenses relating to recovery under any Policy (as defined below).

2.4 If prior court approval is required under applicable law in connection with any indemnification obligations of the Corporation under this Agreement, including but not limited to any claim for Expense Advances (as defined below), the Corporation will promptly seek at its sole expense and use all reasonable efforts to obtain that approval as soon as reasonably possible in the circumstances. The Corporation will also pay the Expenses of the Indemnified Party, to the extent permitted by applicable law, in connection with any such approval process. The obligations of the Corporation under this Section 2.4 will apply, subject to applicable law, even if the position of the Corporation on the substantive right to indemnification is or may be that the Indemnified Party is not entitled to same.

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2.5 If the Corporation proposes to deny all or part of any claim for indemnification hereunder, including but not limited to any claim for Losses or Expense Advances, by the Indemnified Party on the basis that (a) the conditions of Section 2 (other than Section 2.2) are not met, or (b) the amount for which indemnification is being sought is not reasonable, and payment of such claim does not require prior court approval under applicable law, the Corporation will:

(i)

promptly pay the indemnified amount claimed or, if the dispute concerns the reasonableness of the claim, pay the amount the Corporation, acting reasonably, believes to be reasonable in the circumstances, as if the Indemnified Party is entitled to indemnification hereunder, and

(ii)

bring the matter before an arbitrator in accordance with Section 12 or, if required, a court of competent jurisdiction, at its own expense and use all reasonable efforts to obtain a Final Judgment or Award determining the question of entitlement to indemnification or the reasonableness of the claim, as the case may be, as soon as reasonably possible in the circumstances.

For certainty, the Corporation will continue to indemnify the Indemnified Party until a Final Judgment or Award on the Indemnified Party’s entitlement to be indemnified or the reasonableness of the claim has been obtained.

2.6 The Indemnified Party will repay any amount paid hereunder if it is determined in a Final Judgment or Award that the conditions of Section 2 are not met, or the amount for which indemnification is being sought is not reasonable, and the amount must be repaid. Any amount to be repaid in accordance with the foregoing will bear interest from the date of advancement by the Corporation at the prime rate prescribed from time to time by Royal Bank of Canada.

3. Presumptions/Knowledge

3.1 For purposes of any determination hereunder the Indemnified Party will be deemed to have acted honestly, in good faith, in the best interests of the Corporation, with reasonable grounds for believing his or her conduct was lawful and in accordance with Compensation Laws and Compensation Arrangements, and indemnification of the Indemnified Party under this Agreement will be deemed to be permissible under applicable law, unless and until a Final Judgment or Award has been rendered to the contrary. The Corporation will have the burden of establishing the absence of honesty, good faith, failure to act in its best interests, lack of reasonable grounds for lawful conduct belief, or violation of Compensation Laws or Compensation Arrangements, or that indemnification is not permissible under applicable law, as the case may be.

3.2 The knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the Corporation or any other entity will not be imputed to the Indemnified Party for purposes of determining the right to indemnification under this Agreement.

3.3 The Corporation will have the burden of establishing that any Expense it wishes to challenge is not reasonable.

4. Notice by Indemnified Party. As soon as is practicable, upon the Indemnified Party becoming aware of any Proceeding which may give rise to indemnification under this Agreement other than a Proceeding commenced by the Corporation, the Indemnified Party will give written notice to the Corporation. Failure to give notice in a timely fashion will not disentitle the Indemnified Party to indemnification, except and only to the extent that the Corporation demonstrates that the failure materially prejudiced the Corporation’s substantive rights or defences in the Proceeding. Upon receipt of such notice, the Corporation will give prompt notice of the Proceeding to any applicable insurer from whom the Corporation has purchased insurance that may provide coverage to the Corporation or Indemnified Party in respect of the Proceeding.

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5. Investigation by Corporation. The Corporation may conduct any investigation it considers appropriate of any Proceeding of which it receives notice under Section 4, and will pay all costs of that investigation. Upon receipt of reasonable notice from the Corporation, the Indemnified Party will, acting reasonably, cooperate fully with the investigation provided that the Indemnified Party will not be required to provide assistance that would prejudice: (a) his or her defence; (b) his or her ability to fulfill his or her business obligations; (c) his or her business and/or personal affairs or (d) preservation of solicitor-client privilege or litigation privilege. The Indemnified Party will, for the period of time that he or she cooperates with the Corporation with respect to an investigation, be compensated by the Corporation in an amount per day (or partial day) equal to the daily average base compensation paid to the Indemnified Party by the Corporation from time to time, plus out-of-pocket Expenses actually incurred by or on behalf of the Indemnified Party in connection therewith, provided that the Indemnified Party will not be entitled to the per diem in respect of any day on which he or she is a full time employee of the Corporation.

6. Payment for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that the Indemnified Party is, by reason of the fact that the Indemnified Party is or was a director, officer or employee of the Corporation or another entity, or acting in a capacity similar to a director, officer or employee of another entity, at the Corporation’s request, a witness or participant other than as a named party in a Proceeding, the Corporation will pay to the Indemnified Party all out-of-pocket Expenses actually and reasonably incurred by or on behalf of the Indemnified Party in connection therewith. The Indemnified Party will also be compensated by the Corporation in an amount per day (or partial day) equal to the daily average base compensation paid to the Indemnified Party by the Corporation from time to time, provided that the Indemnified Party will not be entitled to the per diem if he or she is a full-time employee of the Corporation on such day.

7. Expense Advances. Subject to Section 2, the Corporation will, upon request by the Indemnified Party, make advances (“Expense Advances”) to the Indemnified Party of all Expenses for which the Indemnified Party seeks indemnification under this Agreement before the final disposition of the relevant Proceeding. Expense Advances may include anticipated Expenses. In connection with such requests, the Indemnified Party will provide the Corporation with a written affirmation of the Indemnified Party’s good faith belief that the Indemnified Party is entitled to indemnification in accordance with this Agreement, along with sufficient particulars of the Expenses to be covered by the proposed Expense Advance to enable the Corporation to make an assessment of its reasonableness (but without prejudicing any of his or her solicitor-client privilege or litigation privilege). The Indemnified Party’s entitlement to such Expense Advance will include those Expenses incurred in connection with any Proceeding by the Indemnified Party against the Corporation seeking an adjudication or award pursuant to this Agreement. The Corporation will make payment to the Indemnified Party within 10 days after the Corporation has received the foregoing information from the Indemnified Party. All Expense Advances for which indemnification is sought must relate to Expenses anticipated within a reasonable time of the request.

The Indemnified Party will repay to the Corporation all Expense Advances not actually required and will repay all Expense Advances if it is determined in a Final Judgment or Award that the conditions of Section 2 are not met. If requested by the Corporation, the Indemnified Party will provide a written undertaking to the Corporation confirming the Indemnified Party’s obligations under the preceding sentence as a condition to receiving an Expense Advance. The Indemnified Party will not be required to provide evidence of his or her ability to repay any Expense Advance or give security for his or her obligation to repay any Expense Advance.

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8. Indemnification Payments. Subject to Section 2 and with the exception of Expense Advances which are governed by Section 7, the Corporation will pay to the Indemnified Party any amounts to which the Indemnified Party is entitled hereunder promptly but in any event no later than ten (10) business days upon the Indemnified Party providing the Corporation with reasonable details of the claim (but without prejudicing any of his or her solicitor-client privilege or litigation privilege). If the Indemnified Party is determined to be entitled under any provisions of this Agreement to indemnification by the Corporation for some or a portion of the Losses incurred in respect of any Proceeding but not for the total amount thereof, the Corporation will nevertheless indemnify the Indemnified Party for the portion thereof to which the Indemnified Party is determined by Final Judgment or Award to be so entitled.

9. Right to Independent Legal Counsel. If the Indemnified Party is named as a party or a witness to any Proceeding, or the Indemnified Party is questioned or any of his or her actions, omissions or activities are in any way investigated, reviewed or examined in connection with or in anticipation of any actual or potential Proceeding, the Indemnified Party will be entitled to retain independent legal counsel of the Indemnified Party’s choosing at the Corporation’s expense to act on the Indemnified Party’s behalf to provide an initial assessment to the Indemnified Party of the appropriate course of action for the Indemnified Party. The Indemnified Party will be entitled to continued representation by independent counsel at the Corporation’s expense beyond the initial assessment unless the parties agree that there is no conflict of interest between the Corporation and the Indemnified Party that necessitates independent representation.

10. Settlement. The parties will act reasonably in pursuing the settlement of any Proceeding. The Corporation may not negotiate or effect a settlement of claims against the Indemnified Party without the consent of the Indemnified Party, acting reasonably; provided that if the Indemnified Party does not consent to a settlement of claims against the Indemnified Party, the Corporation may nonetheless effect the settlement without the consent of the Indemnified Party, and on behalf of the Indemnified Party, if the settlement is expressly stated to impose no liability on the Indemnified Party and to be without any admission of liability or wrongdoing by the Indemnified Party, and fully and finally release the Indemnified Party from any liability in connection therewith. The Indemnified Party may not negotiate or effect a settlement of any Proceeding against the Indemnified Party independently of the Corporation, unless the Corporation has delivered written notice to the Indemnified Party stating that the Corporation will not indemnify the Indemnified Party in respect of the Proceeding under this Agreement.

11. Directors’ & Officers’ Insurance. The Corporation will ensure that its liabilities under this Agreement, and the potential Losses of the Indemnified Party that are subject to indemnification by the Corporation pursuant to this Agreement, are at all times supported by a directors’ and officers’ liability insurance policy or insurance program (collectively, the “Policy”) that (a) has been approved by the Board, and (b) treats current and former directors equally and current and former officers equally (and if the Indemnified Party is an independent director, that treats the Indemnified Party equally as the most favourably insured of the Corporation’s independent directors). Without limiting the Corporation’s obligations to indemnify the Indemnified Party under this Agreement, the Indemnified Party acknowledges that the Policy may contain certain limits and exclusions that could result in the directors and officers covered by the Policy not having sufficient coverage. As may be required by the Policy, the Corporation will immediately notify the Policy’s insurers of any occurrences or situations that could potentially trigger a claim under the Policy and will promptly advise the Indemnified Party that the insurers have been notified of the potential claim. If the Corporation is sold or enters into any business combination or other transaction as a result of which the Policy is terminated and the Indemnified Party resigns or ceases to continue as an officer or director of the continuing entity, the Corporation will cause run off “tail” insurance to be purchased for the benefit of the Indemnified Party with substantially the same coverage for the balance of the 6-year term set out in Section 22 without any gap in coverage. The Corporation will provide to the Indemnified Party a copy of each Policy providing the coverages contemplated by this Section promptly after coverage is obtained, and evidence of each annual renewal thereof, and will promptly notify the Indemnified Party if the insurer cancels or refuses to renew coverage (or any part of the coverage), or if any material changes to coverage are proposed or made.

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12. Arbitration. Except as otherwise required by applicable law, all disputes, disagreements, controversies or claims arising out of or relating to this Agreement, including, without limitation, with respect to its formation, execution, validity, application, interpretation, performance, breach, termination or enforcement will be determined by arbitration before a single arbitrator under the Arbitration Act, 1991 (Ontario). The arbitrator will be selected by the Corporation having regard to the nature of the dispute (legal, financial or other). The arbitrator will determine the rules for the arbitration, including, based on the outcome of the arbitration, the breakdown between the Corporation and the Indemnified Party of the costs for conducting the arbitration.

13. Tax Adjustment. Should any payment made pursuant to this Agreement, including the payment of insurance premiums or any payment made by an insurer under an insurance policy, be deemed to constitute a taxable benefit or otherwise be or become subject to any tax or levy, then the Corporation will pay any amount necessary to ensure that the amount received by or on behalf of the Indemnified Party, after the payment of or withholding for tax, fully reimburses the Indemnified Party for the actual cost, expense or liability incurred by or on behalf of the Indemnified Party. However, the adjustment will not be made with respect to any compensation paid as a per diem to the Indemnified Party pursuant to Sections 5 or 6.

14. Multiple Proceedings. No action or proceeding brought or instituted under this Agreement and no recovery pursuant thereto shall be a bar or defence to any further action or proceeding which may be brought under this Agreement.

15. Governing Law. This Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

16. Priority and Term. This Agreement will supersede any previous agreement between the Corporation and the Indemnified Party dealing with this subject matter, and will be deemed to be effective as of the date that is the earlier of (a) the date on which the Indemnified Party first became a director, officer or employee of the Corporation; or (b) the date on which the Indemnified Party first served, at the Corporation’s request, as a director, officer or employee, or an individual acting in a capacity similar to a director, officer or employee, of another entity.

17. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner materially adverse to the Indemnified Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the provisions of this Agreement are fulfilled to the fullest extent possible.

18. Amendments. No amendment, supplement, modification or waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by any party hereto, is binding unless executed in writing by the party to be so bound. For greater certainty, the rights of the Indemnified Party under this Agreement will not be prejudiced or impaired by permitting or consenting to any assignment in bankruptcy, receivership, insolvency or any other creditor’s proceedings of or against the Corporation or by the winding-up or dissolution of the Corporation, and the liability of the Corporation under this Agreement shall not be affected, discharged, impaired, mitigated or released by reason of the discharge or release of the Indemnified Party in any receivership, insolvency or any other creditor’s proceedings of or against the Corporation.

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19. Binding Effect; Successors and Assigns. This Agreement will bind and enure to the benefit of the successors, heirs, executors, personal and legal representatives and permitted assigns of the parties hereto, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Corporation. The Corporation will require and cause any successor (whether direct or indirect, and whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement in form and substance reasonably satisfactory to the Indemnified Party, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place. Subject to the requirements of this Section 19, this Agreement may be assigned by the Corporation to any successor (whether direct or indirect, and whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation provided that no assignment will relieve the assignor of its obligations hereunder. This Agreement may not be assigned by the Indemnified Party.

20. Covenant. The Corporation hereby covenants and agrees that it will not take any action, including, without limitation, the enacting, amending or repealing of any by-law, which would in any manner adversely affect or prevent the Corporation’s ability to perform its obligations under this Agreement.

21. Parties to Provide Information and Cooperate. The Corporation and the Indemnified Party will from time to time provide such information and cooperate with the other as the other may reasonably request in respect of all matters under the Agreement.

22. Survival. The obligations of the Corporation under this Agreement, other than Section 11, will continue until the later of (a) the longest period contemplated by any applicable statute of limitations after the Indemnified Party ceases to be a director, officer or employee of the Corporation or any other entity in which he or she serves in a similar capacity at the request of the Corporation and (b) with respect to any Proceeding commenced prior to the expiration of the period referred to in subsection (a) with respect to which the Indemnified Party is entitled to claim indemnification hereunder, one year after the final termination of that Proceeding. The obligations of the Corporation under Section 11 of this Agreement will continue for 6 years after the Indemnified Party ceases to be a director, officer or employee of the Corporation or any other entity in which he or she serves in a similar capacity at the request of the Corporation.

23. Independent Legal Advice. The Indemnified Party acknowledges that the Indemnified Party has been advised to obtain independent legal advice with respect to entering into this Agreement that the Indemnified Party has had sufficient opportunity to obtain such independent legal advice, and that the Indemnified Party is entering into this Agreement with full knowledge of the contents hereof, of the Indemnified Party’s own free will and with full capacity and authority to do so.

24. Execution and Delivery. This Agreement may be executed by the parties in counterparts and may be executed and delivered by facsimile or other electronic communication and all such counterparts and facsimiles or other electronic documents together will constitute one and the same agreement.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement.

	BOREALIS FOODS INC.

	by:
		Name:
		Title:
		Authorized Signing Officer

Exhibit 10.15

Services Agreement

PERSONAL & CONFIDENTIAL

October 8, 2019

Mr. Meherdad Talle

[*****]

Dear Matt:

RE: Professional Services

This letter agreement (the “Agreement”) is made this 8th day of October between you (herein referred to as “the Contractor” or “you”) and Borealis Foods Inc., an entity with a principal place of business at 1599 Hurontario St Suite 205, Mississauga, ON L5G 2R8 (hereinafter referred to as “Borealis”).

This will confirm your arrangement for providing services to Borealis.

Nature of Relationship & Services

The Contractor is being retained as an independent contractor to provide services as VP of Business Development on a fee for service basis.

This Agreement is effective retroactively as of August 10, 2019 (“Effective Date”) and will continue through to and including August 1, 2020, and shall renew automatically on a yearly basis, unless terminated by either party as provided herein.

The terms of this Agreement do not create an employment relationship. Accordingly, the Contractor is responsible for all applicable deductions, remittances and coverage, which may include but are not limited to income tax and employment insurance. The Contractor agrees to indemnify Borealis for any claims, charges, taxes, penalties or demands made against it with respect to the Contractor’s deductions, remittances and liabilities.

The Contractor is prohibited from contracting on behalf of Borealis without the prior written consent of Borealis or from binding Borealis in any respect or representing him, her or itself as an agent of Borealis.

Services Profile

The Contractor and Borealis have mutually agreed to the services as described in the attached Services Profile — Schedule A (the “Services”). This profile is intended to be a guideline for the agreed to deliverables and commitments under this Agreement. Changes to the Services may happen at any point in time with any significant adjustments being noted by way of a revised Schedule A for approval by both parties.

The Contractor agrees to devote the appropriate time, ability and attention to the business of Borealis during the term of this Agreement. The Contractor agrees not to entertain any other engagements that will interfere with his/her obligations hereunder without Borealis’ prior written approval.

Time Commitment

It is agreed that the Contractor will work the number of hours each week as set forth in the Services Profile, or if no such numbers of hours is defined therein, then the Contractor will work an appropriate number of hours each week during the term of this Agreement to ensure that all of the deliverables are fulfilled as scheduled.

Service or Project Fee

The fee for Services will be as set forth in the Services Profile.

The Contractor is to invoice Borealis on a monthly basis for all work completed during the invoiced period. Payment of all invoices will be net [*****] days.

It is expected that the Contractor will invoice for the work that is performed in accordance with the deliverables outlined in the Services Profile. The Contractor is not entitled to payment for statutory holidays or time away.

The Contractor’s rate is confidential and should not be discussed with or revealed to any other contractors or employees of Borealis under any circumstance without the express written consent of Borealis.

Expenses

During the term of this Agreement, it is agreed that the Contractor will be reimbursed for all business expenses incurred in the performance of the services for Borealis. All such expenses must be pre-approved and authorized in writing by Borealis.

Company Property

In the event that the Contractor is supplied with any Company property, the Contractor agrees to assume full responsibility for any damage or loss to the property while in their possession and agrees to replace or repair any lost or damaged property. Further, upon termination or expiration of this Agreement, the Contractor will promptly deliver to Borealis any and all of Borealis’ property which is in the Contractor’s possession, including without limitation, Company materials, software, supplies, documentation, intellectual property, business machines, manuals, notes, notebooks, reports, printouts, copies of any of the foregoing property and shall promptly execute a final release in favor of Borealis, in a form reasonably satisfactory to it.

Confidentiality & Non-Compete Agreements

Borealis must protect itself from unfair competition. The Contractor recognizes that he/she will have to access to confidential information of Borealis and will be required to sign the Company’s standard Confidential Information, Non-Solicitation and Non-Competition Agreement, a copy of which is attached hereto as Schedule B.

Termination and Renewal

This Agreement may be terminated at any time by either party upon providing [*****] weeks’ written notice. If the Services are deemed unsatisfactory, or the Contractor is in breach any term of this Agreement, Borealis may terminate this Agreement without advance notice to the Contractor. The Contractor’s performance against the agreed to deliverables will be assessed on an ongoing basis. Borealis will attempt to address any issues as they arise.

The parties agree that this Agreement may be renewed or extended only by the mutual written consent of the parties.

Level of Service

The Contractor warrants that the Services rendered hereunder shall be in accordance with best industry standards and delivered with the highest duty of care for professionals rendering services of this type, and shall be in accordance with the specifications set forth in the Services Profile.

Indemnity

The Contractor agrees that it is exclusively responsible for the payment of all statutory obligations including but not limited to HST, Canada Pension Plan contributions, Employment Insurance premiums, and income tax. The Contractor shall indemnify and save harmless Borealis of and from any and all claims, charges including interest and penalties, costs, expenses and demands that may be made against Borealis by any governmental authority for any statutory obligations whatsoever in connection with the services provided by the Contractor.

The Contractor shall defend, hold harmless and indemnify Borealis from and against any and all claims, demands, liabilities, suits, actions, losses, damages, costs, expenses, and reasonable counsel fees arising from the Contractor’s performance or breach of its obligations, representations and warranties under this Agreement.

General

This Agreement and all Schedules attached hereto constitute the entire agreement and supersede any previous agreements between the parties, either written or verbal. Any modifications to this Agreement or the Schedules must be in writing and signed by both parties. No waiver of a breach of any term of this Agreement is binding unless it is in writing and signed by the party purporting to waive it. Unless otherwise specified, the waiver will be limited to the specific breach waived.

If any term of this Agreement is found to be invalid or unenforceable, in whole or in part, the validity or enforceability of any other provision will not be affected.

The laws of the Province of Ontario govern the terms of this Agreement.

This Agreement is binding upon and inures to the benefit of both parties and their respective executors, administrators, successors and permitted assigns. The Contractor may not assign any of its rights under this Agreement or delegate the performance of any of its Services without Borealis’ prior written consent. Borealis may, without restriction, assign the whole or any part of this Agreement to any associated or affiliated company, or any other third party.

If, upon careful review, you are in agreement with the terms and conditions set forth herein, please sign below to acknowledge your acceptance of the terms hereof, and return the enclosed copy, retaining one copy for your records.

Yours sincerely.


Borealis Food Inc.
By:
Its:

ACCEPTED AND AGREED:


By: Meherdad Talle
Date:

SCHEDULE A

SERVICES PROFILE

Number of Hours Per Week: [*****]

Compensation:

[*****]

Services Description: Services generally provided by a VP of Business Development.

List of existing Consultant Customers and date of expiry of their respective agreements.

EXISTING CONSULTANT CUSTOMERS		EXPIRY OF CONTRACT

BOREALIS FOOD INC.		MEHERDAD TALLE


By:		Date:
Its:
Date:

SCHEDULE B

CONFIDENTIAL INFORMATION, NON-SOLICITATION AND
NON-COMPETITION AGREEMENT

As a condition to Meherdad Talle (“Contractor”) providing services (any and all references to “providing services” shall relate to the “Services Agreement” between the Contractor and Borealis Foods Inc. dated October 8, 2019) to Borealis Foods Inc., its affiliates, successors or assigns (together the “Company”), and in consideration therefor and Contractor’s receipt of the compensation now and hereafter paid by Borealis, Contractor hereby agrees to the following:

1. Confidential Information.

A. Company Information. Contractor agrees at all times while providing services to Borealis and thereafter, to hold in strictest confidence, and not to use, except for the benefit of Borealis, or to disclose to any person, firm or corporation without written authorization of the Board of Directors of Borealis, any Confidential Information of Borealis, except under a nondisclosure agreement duly authorized and executed by Borealis. Contractor understands that “Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of Borealis, technical data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding Company’s products or services and markets therefor, customer lists and customers (including, but not limited to, customers of Borealis on whom Contractor called or with whom Contractor became acquainted while providing services), developments, inventions, processes, formulas, technology, designs, drawings, marketing, finances or other business information. Contractor further understands that Confidential Information does not include any of the foregoing items which have become publicly known and made generally available through no wrongful act of the Contractor or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof.

B. Former Employer or Client Information. Contractor agrees that he/she will not, while providing services to Borealis, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity that Contractor has or is providing services to and that Contractor will not bring onto the premises of Borealis any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

C. Third Party Information. Contractor recognizes that Borealis has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on Borealis’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. Contractor agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out his work for Borealis consistent with Borealis’ agreement with such third party.

2. Covenant Against Competition.

By and in consideration of the Services Agreement, and in consideration of Contractor’s exposure to the proprietary information of Borealis, Contractor hereby covenants and agrees that other than for entities with which Contractor currently conducts business, all of which are listed in Schedule A (the “Contractor Customers”), during the period commencing on the date hereof and ending on the date of termination of the Services Agreement (the “Restricted Period”), Contractor shall not anywhere in the world, directly or indirectly (i) engage in any element of the Business (defined below) or otherwise compete with Borealis, (ii) render any services to any person, corporation, partnership or other entity (other than Borealis or its affiliates) engaged in any element of the Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than Borealis or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing Contractor may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange; (B) Contractor not a controlling person of, or a member of a group which controls, such entity and (C) Contractor does not, directly or indirectly, own [*****]% or more of any class of securities of such entity. The Contractor shall list the expiry date of each agreement it has with a Contractor Customer, and upon expiry of each such agreement, Contractor shall solicit and encourage each Contractor Customer to engage the services or procure the products of Borealis or its affiliated entities, as appropriate.

Contractor acknowledges and agrees that the principal “Business” of Borealis (which expressly includes its successors and assigns) is that of a private equity and investment firm engaged in the food and drinks industry, and any and all other businesses that after the date hereof, and from time to time during the term of the Services Agreement, become significant with respect to Borealis’ then-overall business, including but not limited to the development, manufacture and sale of noodles and noodle products. In addition, Contractor acknowledges and agrees that (1) Contractor’s work for Borealis has given and will continue to give Contractor access to the confidential affairs and proprietary information of Borealis; (ii) the value of all goodwill resulting from the operation of the Business of Borealis and its subsidiaries and other affiliates should properly belong to Borealis; (iii) Contractor’s covenants and agreements in this Section 2 are necessary to preserve the value of such goodwill for the benefit of Borealis; (vi) the proprietary technologies and methods developed by Borealis offer Borealis a distinct competitive advantage, and (iv) Borealis would not have entered into this Agreement, the Services Agreement or any other arrangements but for the covenants and agreements set forth in this Section 2.

If any part of this Section 2 is determined by a court of competent jurisdiction to be unreasonable in duration, geographic area, or scope, then this agreement is intended to and shall extend only for such period of time, in such area and with respect to such activity as is determined to be reasonable.

3. Conflicting Employment or Provision of Services.

Contractor agrees that, during the term that he/she will be providing services to Borealis, he/she will not engage in any activities that conflict with his obligations to Borealis.

4. Non-Solicitation of Employees and Customers; Non-disparagement.

Contractor agrees that during the Restricted Period defined above, Contractor shall not, either directly or indirectly: (i) solicit, induce, recruit or encourage any of Borealis’ employees or independent contractors to leave their employment or service to Borealis; (ii) hire (on Contractor’s behalf or on behalf of any other person or entity), any employee or independent contractor who has left the employment or other service of Borealis or any of its affiliates within the [*****] period following the termination of such employee’s or independent contractor’s employment or other service with Borealis and its affiliates; or (iii) solicit business from any person who the Contractor knew to be a customer (existing or prospective) of Borealis’ or its affiliates.

During the Restricted Period, Contractor shall not, whether for its own account or for the account of any other person, firm, corporation or business organization, intentionally interfere with Borealis or any of its affiliates’ relationship with, or endeavor to entice away from Borealis or any of its affiliates, any person who, at any time during the term of Contractor’s Service Agreement with Borealis, is or was a customer or client of Borealis’ or that of any of its affiliates.

Neither the Contractor nor Borealis or any of its affiliates shall publish any statement or make an under circumstances reasonably likely to become public that is critical of Borealis or any of its affiliates, or in any way adversely affecting or otherwise maligning the business or reputation of Borealis or any of its affiliates.

5. Conflict of Interest Guidelines.

Contractor agrees to diligently adhere to the Conflict of Interest Guidelines attached as

6. General Provisions.

A. Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the Province of Ontario, Canada. Contractor hereby expressly consents to the personal jurisdiction of the courts located in Ontario for any lawsuit filed there against the Contractor by Borealis arising from or relating to this Agreement.

B. Entire Agreement. This Agreement sets forth the entire agreement and understanding between Borealis and the Contractor relating to the subject matter herein and supersedes all prior discussions or representations between Borealis and the Contractor including, but not limited to, any representations made during meeting or relocation negotiations, whether written or oral. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by an authorized officer of Borealis and the Contractor. Any subsequent change or changes in his duties or compensation will not affect the validity or scope of this Agreement.

C. Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

D. Successors and Assigns. This Agreement will be binding upon the Contractor’s successors and assigns and will be for the benefit of Borealis, its successors, and its assigns.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has duly executed this Agreement on __________, 20_.

Contractor Name: Meherdad Talle

Exhibit A

CONFLICT OF INTEREST GUIDELINES

It is the policy of Borealis Foods Inc., its affiliates, successors or assigns (together, the “Company”) to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees and independent contractors must avoid activities which are in conflict, or give the appearance of being in conflict, with these principles and with the interests of Borealis. The following are potentially compromising situations which must be avoided. Any exceptions must be reported to the President and written approval for continuation must be obtained.

1. Revealing confidential information to outsiders or misusing confidential information. Unauthorized divulging of information is a violation of this policy whether or not for personal gain and whether or not harm to Borealis is intended. (The Confidential Information, and Non-Non Solicitation and Competition Agreement elaborates on this principle and is a binding agreement.)

2. Accepting or offering substantial gifts, excessive entertainment, favors or payments which may be deemed to constitute undue influence or otherwise be improper or embarrassing to Borealis.

3. Participating in civic or professional organizations that might involve divulging confidential information of Borealis.

4. Initiating or approving personnel actions affecting reward or punishment of employees or applicants where there is a family relationship or is or appears to be a personal or social involvement.

5. Initiating or approving any form of personal or social harassment of employees.

6. Investing or holding outside directorship in suppliers, customers, or competing companies, including financial speculations, where such investment or directorship might influence in any manner a decision or course of action of Borealis.

7. Borrowing from or lending to employees, customers or suppliers.

8. Acquiring real estate of interest to Borealis.

9. Improperly using or disclosing to Borealis any proprietary information or trade secrets of any former or concurrent employer or other person or entity with whom obligations of confidentiality exist.

10. Unlawfully discussing prices, costs, customers, sales or markets with competing companies or their employees.

11. Making any unlawful agreement with distributors with respect to prices.

12. Improperly using or authorizing the use of any inventions which are the subject of patent claims of any other person or entity.

13. Engaging in any conduct which is not in the best interest of Borealis.

Each officer, employee and independent contractor must take every necessary action to ensure compliance with these guidelines and to bring problem areas to the attention of higher management for review. Violations of this conflict of interest policy may result in termination of the Services Agreement between Borealis and the Contractor without warning.

Exhibit 10.16

Consulting Agreement

This Consulting Agreement (“Agreement”) is entered into as of this 18th day of April, 2023 (“Effective Date”) by and between Borealis Foods Inc., an entity with a principal place of business at 1540 Cornwall Rd., Suite 104, Oakville, Ontario (“Borealis Foods”) and Vonnie Rochester, an individual residing at [*****] (the “Consultant”).

Whereas, Borealis Foods would like to retain the services of the Consultant to provide certain services and the Consultant has agreed to perform the said services for the benefit of Borealis Foods and its affiliated entities as set forth herein;

Now therefore, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree as follows:

1.0 Engagement of Consultant

During the Term of this Agreement, Borealis Foods appoints and engages the services of the Consultant to assist Borealis Foods to increasing its market share for the manufacture and distribution of ramen noodles produced at its facility in South Carolina by identifying new customers (“Customers”) for the products of Borealis Foods and its affiliated entities (the Products”), in the territory set forth in Schedule A (the “Territory”), subject to the terms and conditions set out in this Agreement (hereinafter a “Transaction”). Consultant shall not have the authority to make any commitments whatsoever on behalf of Borealis Foods, and be fully responsible for keeping Potential Customers (as defined below) duly informed of this limit on Consultant’s authority.

Borealis Foods acknowledges that the Consultant also acts as a consultant to other persons, firms or corporations.

2.0 Consultant Services

2.1 Sales. The Consultant shall provide to Borealis Foods services related to the Transaction (the “Sales Services”) including:

a Assisting with the identification of and negotiations with prospective purchasers (“Potential Customers”) for its end products manufactured at its Facility in South Carolina;

b Acting as the agent for its products to be sold in the Territory, including to USA schools or other government agencies covered by the USDA rules and regulations in connection with the Transaction;

c Assisting Borealis Foods to secure the sale of Products with Potential Customer. For each such secured sale, the Potential Customer shall be referred to as “Customer”. ;

d Managing the relationship with Potential Customers for the purposes of the Transaction;

e Assisting in the preparation of the information summaries, marketing and other materials for Potential Customers;

f Subject to mutual agreement of Borealis Foods and the Consultant, performing all such other acts the parties consider reasonably necessary to properly and efficiently carry out the foregoing.

The Consultant shall make no warranty or representation with respect to the Products or offer any quotation or price discount or any promotional consideration to any Customer or Potential Customer other than that expressly authorized by Borealis Foods.

2.2 Procedures. Consultant shall have the ability to introduce new sales opportunities in the Territory accordance with the procedures set forth herein.

a Consultant shall notify Borealis Foods in writing (or email) of a sales opportunity that Consultant wishes to refer. This notice shall contain the name, address, contact information and contact person of the Potential Customer.

b Borealis Foods shall verify that the opportunity is neither a current client nor is being actively pursued by Borealis Foods’ direct sales force or another Borealis Foods agent or broker. Borealis Foods shall use reasonable efforts to notify Consultant of this determination in writing within [*****] business days of receipt of the referral notice from Consultant. In order to be valid and binding on Consultant, a referral must be acknowledged and accepted in writing by Borealis Foods.

c sale is deemed to have occurred once a hard copy purchase order has been received by Borealis Foods or its affiliated entities from a Potential Customer. Should no sale occur within [*****] months after initial notification by Consultant, Borealis Foods shall have no further obligation to Consultant for payment of Commission referenced herein with respect to that Potential Customer.

2.3 After Sales Services. Once a Potential Customer has become a Customer, Consultant shall devote as much time, skill, diligence and resources as necessary to provide after sales services as described in this section 2.3 and to provide to Borealis Foods the relevant after sales support. More specifically, Consultant agrees to:

(i)

regularly make personal calls upon the Customers to communicate the terms of and faithfully execute the promotional programs run by Borealis Foods or its affiliated entities from time to time, execute trade promotion activities, manage and reconcile trade funds. Consummate sales, assist with forecasting volume demands, communicate and execute promotional activities, perform retail services and monitor the turnover of the Products;

(ii)

submit to Borealis Foods all Orders and all inquiries with respect to the Products no later than [*****] business days from the time such Orders or inquiries are received by Consultant;

(iii)

keep Borealis Foods informed of and submit monthly written reports describing and detailing at a minimum the following: (i) merchandising, advertising and other promotional programs, pricing and sales activities of Borealis Foods’ competitors in the Territory; (ii) Customers’ use of funds made available to them under any promotional programs; (iii) any change in the financial condition or other relevant credit information of the Customers or Potential Customers; and (iv) any change in Consultant’s management, ownership or personnel in charge of any Customer account;

(iv)

execute and maintain complete and separate written records of and any documentation relating to advertising and/or trade allowances, deduction clearances and merchandising programs for a minimum of [*****] years;

(v)

Comply with all laws, rules and regulations applicable to its performance pursuant to this Agreement; and

(vi)

assist Borealis Foods, upon request, in determining the credit standing of any Customer or in collecting any amounts owed to Borealis Foods or its affiliated entities by any Customer.

3.0 Information

Borealis Foods will ensure that the Consultant is provided, on a timely basis, with all information and documentation concerning Borealis Foods which might reasonably be considered material to this engagement or which the Consultant may reasonably request in the performance the Services.

4.0 Representations and Warranties

4.1 The Services are to be rendered in a manner in keeping with best industry standards by professionals performing these types of professional services and as contemplated by this Agreement.

4.2 The Consultant agrees that Borealis Foods reserve the right, in Borealis Foods’ own interest, to modify, reject, cancel or stop any and all plans, schedules or work in process. In such event, the Consultant shall immediately take proper steps to carry out Borealis Foods’ instructions. Borealis Foods agree to reimburse the Consultant for all pre-approved expenses incurred and to assume liability for and to pay all authorized third-party commitments.

4.3 The Consultant expressly reserves the right to refuse to undertake any program, prepare any materials, or cause the publication or distribution of any materials which may be misleading, indecent, libellous, unlawful or otherwise prejudicial to Borealis Foods’ interests or the Consultant’s interests.

4.4 The Consultant will take reasonable precautions to safeguard any of Borealis Foods’ property entrusted to the Consultant’s custody or control. Upon the first anniversary of the termination of this Agreement, the Consultant shall delete or dispose or return of any Borealis Foods’ property entrusted to it and provide notification thereof to Borealis Foods

5.0 Compensation; Payment Terms

5.1 In consideration for the Services, Borealis commits to pay to Consultant a Commission as set forth in Schedule “B”, attached hereto and incorporated herein by reference.

5.2 The Commission on a given Transaction shall be due only after payment from a Customer has been received cleared the account of Borealis Foods or its affiliated entities.

5.3 Borealis Foods shall have the absolute right to set forth cash discounts, to make such allowances and adjustments to accept such returns from its Customers, and to write off as bad debts such overdue Customer accounts as it deems advisable. In each such case Borealis Foods shall charge back to Consultant’s account any amounts previously paid or credited to it with respect to such cash discounts, allowances, adjustments, return or bad debts. However, Borealis Foods agrees that the amount of any cash discount provided to a Customer and charged back to Consultant shall not exceed of the sales price.

5.4 Consultant shall provide an invoice to Borealis Foods detailing the Commission. Borealis Foods shall pay the Consultant’s invoices within [*****] days from the date of an undisputed invoice.

5.5 Consultant shall be responsible for all of Consultant’s expenses in rendering the Services. Borealis Foods may, from time to time, agree to pay for certain Consultant expenses but only if pre-approved in writing by Borealis Foods.

6.0 Term and Termination

6.1 This Agreement shall come into effect as of the Effective Date and, unless terminated earlier as provided herein, shall terminate after [*****] months (the “Term”).

6.2 This Agreement may be terminated by either party by providing [*****] days written notice by delivery or prepaid registered mail to the principal place of business of the party to whom the notice is addressed.

6.3 Upon termination of this Agreement for any reason, the Consultant shall transfer, assign and make available to Borealis Foods or Borealis Foods’ representative, all property and materials in the Consultant’s possession or control belonging to or paid for by Borealis Foods and all reasonable information regarding the Services.

6.4 The parties’ respective rights, duties and responsibilities shall continue during the [*****] day notice period.

6.5 Borealis Foods’ obligation to pay the Compensation set forth in Schedule “B” shall survive termination of this Agreement for a period of [*****] months. The Confidentiality provisions hereof shall survive termination indefinitely. Notwithstanding the foregoing, any terms and conditions that by their nature or otherwise reasonably should survive a cancellation or termination of the Agreement, shall survive.

7.0 Non-Circumvention:

It is understood that the Consultant will be introducing Borealis Foods to Potential Customers. Borealis Foods agrees that its employees, officers, directors or other consultants will not circumvent this Agreement by endeavouring to employ, tempt or otherwise cause any Customer or Potential Customer or any persons the Consultant introduces to Borealis Foods to circumvent this Agreement. Borealis Foods understands that such action would constitute a breach of this Agreement and would be harmful or damaging to the Consultant’s business and Consultant is relying on Borealis Foods’ assent to these terms and their intent to be bound by the terms by evidence of their signature.

8.0 Confidentiality

8.1 The parties agree that the Confidentiality Agreement of equal date hereto, signed between the Consultant and Borealis Foods, shall be made an addendum hereto and included herein in its entirety.

9.0 Code of Conduct

In performing the Services, Consultant agrees to: (a) comply with all applicable anti-bribery and anti-corruption laws and regulations, (b) not offer any bribe or other facilitation payment to any public official or other person and (c) not do anything that may cause Borealis Foods or any of its affiliated entities to breach any anti-bribery or anti-corruption law.

10.0 Relationship of the Parties

The relationship of the parties created by this Agreement is that of independent contractors. Consultant is not and shall not be deemed to be an employee partner, joint venturer, franchisee, licensee or affiliate of Borealis Foods. This Agreement does not create a fiduciary relationship or fiduciary duties between the Consultant and Borealis Foods. Consultant shall have no authority to enter into contracts or assume or create any liability, obligation or responsibility, express or imposed, on behalf of or in the name of the Borealis Foods.

11.0 Notices

Any notice, demand, request, consent, approval or waiver required or permitted to be given hereunder shall be in writing and may be given to the party for whom it is intended by delivering it to such party, sending it by electronic communication, or by courier or prepaid registered mail to the address for the party indicated above. A party may change the that party’s email or physical address by providing the other party with notice in writing of the change of address. Any notice which is delivered is deemed to be received on the date of delivery and notice which is mailed is deemed to be received on the third business day after mailing.

12.0 Governing Law

This Agreement shall be construed in accordance with and governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

13.0 Entire Agreement

This Agreement, together with its schedules, supersedes and replaces all prior negotiations and/or agreements made between the parties hereto, whether oral or written, and contains the entire understanding of the parties with respect to the subject matter hereof. No representations were made or relied upon by either party other than those that are expressed and set forth in this Agreement. The terms of this Agreement may only be amended in writing signed by an authorized representative of each of the parties.

14.0 Amendment

No modification, amendment, variation or waiver hereof shall be of effect or binding upon the parties hereto unless agree to in writing and signed by each of them.

15.0 Non-waiver

The failure of either party to this Agreement to object to or take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of those terms of the agreement or of any future breach.

16.0 Force Majeure

If the performance of this Agreement or any obligation hereunder (other than the payment of money) is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of the affected party, the party so affected shall be excused from such performance to the extent of such act or condition.

17.0 Assignment; Enurement

This Agreement may not be assigned by the Consultant without Borealis Foods’ prior written consent. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their successors and permitted assigns.

18.0 Electronic Execution & Counterparts

This Agreement may be executed by way of one or more electronic counterparts each of which shall constitute an original document, and all of which together shall constitute the same document. This Agreement may be executed and delivered by email if signed and sent in PDF, TIF or JPEG format.

19.0 Severability

If any provision of this Agreement is determined to be void, invalid or unenforceable, in whole or in part, for any reason whatsoever, it shall not be deemed to affect or impair the validity or enforceability of any other provision hereof, and such unenforceable provision or part thereof shall be treated as severable form the remainder of this Agreement.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the day and year first written above.

BOREALIS FOODS INC,			VONNIE ROCHESTER

Name:			Date:
Title:
Date:

[*****]

TERRITORY

●

[*****]

●

[*****]

●

[*****]

BOREALIS FOODS INC,			VONNIE ROCHESTER

Name:			Date:
Title:
Date:

[*****]

CONSULTANT’S REMUNERATION

All capitalized terms not otherwise defined herein shall have the meaning set forth in the body of the Consulting Agreement.

In consideration of the Consultant undertaking to provide the Services, Borealis Foods agrees to pay commission to the Consultant as follows:

(a)

The Consultant shall be entitled to a guaranteed base commission of [*****] payable over the duration of this Agreement plus a percentage of sales to all Potential Customers (“Commission”). For sake of clarity, the portion of the Commission payable as sales to Potential Customers will be paid only on the completion of the Transaction with any Potential Customer.

(b)

The Consultant’s Commission shall be [*****] (but [*****] for the [*****]) of total sales of Products to Potential Customers first introduced by Consultant in the Territory based on the Net Sales Price. Notwithstanding the foregoing, in the event that the Consultant can negotiate a high price for the product, the parties will negotiate a higher commission in good faith.

The “Net Sales Price” shall be defined as follows:

Net Sale Price = gross sales, less any discounts.

(c)

The fixed portion of the Commission shall be paid in equal installments commencing on [*****] (or upon signature hereof) through to [*****].

(d)

Borealis may accelerate payment of the fixed portion of the Commission on terms and conditions to be agreed upon by both parties.

BOREALIS FOODS INC,			VONNIE ROCHESTER

Name:			Date:
Title:
Date:

Exhibit 10.17

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is made and entered into as of the 1^st day of June 2023 by and between Borealis Foods Inc., a Canadian corporation (the “Company”), and Food Systems for the Future Institute, an Illinois not-for-profit corporation (“Consultant”). Each of Consultant and the Company is referred to herein from time to time as a “Party” and Consultant and the Company are collectively referred to herein as the “Parties”.

RECITAL

WHEREAS, the Company desires to retain Consultant to provide certain services, and Consultant desires to be so engaged by the Company, subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I - SERVICES

1.1 Engagement. The Company hereby engages Consultant, and Consultant hereby accepts such engagement, on the terms and conditions set forth below.

1.2 Activities and Duties During Engagement. During the Term (defined below), Consultant shall perform the activities set forth in the FSF Proposal for Services attached hereto as Schedule A (the “Services”).

1.3 Quality Assurance. Consultant shall perform the Services according to standards and procedures established or approved by the Parties or otherwise consistent with the highest professional standards.

1.4 Term of Engagement. The term of Consultant’s engagement under this Agreement shall commence on the date hereof and shall continue until [*****] (the “Initial Term”), and shall be subject to extension by mutual written agreement of the parties until [*****] (the “Second Term”), unless earlier terminated pursuant to this Section 1.4 (collectively, the “Term”). The Term may be terminated: (a) immediately by either Party upon the dissolution, adjudication of bankruptcy or insolvency, consent to the institution of bankruptcy or insolvency proceedings against, consent to the appointment of a liquidator, assignee, trustee, custodian, or sequestrator of it or a substantial part of its property, or the assignment for the benefit of creditors of the other Party; (b) at any time by either Party upon the other Party’s material breach; provided, however, that the non- breaching Party must provide written notice of such breach to the breaching Party, and the breaching Party shall have the opportunity to cure such breach within [*****] days after its receipt such written notice. Upon termination, the Company shall no longer be obligated to pay to Consultant any compensation which would have otherwise been provided pursuant to this Agreement, other than compensation accrued prior to the date of termination; provided, however, that Consultant shall not be obligated to reimburse the Company for any compensation already paid under Section 2.1. Prior to the expiration of the Initial Term, the Parties shall negotiate in good faith to reach an agreement regarding the Second Term. Thereafter, prior to the expiration of the Second Term, the Parties shall negotiate in good faith to reach an agreement regarding an ongoing business relationship.

1.5 Independent Contractor Status; No Participation in Employee Benefit Plans. Consultant shall be considered, for all purposes, an independent contractor, and Consultant shall not, directly or indirectly, act as an agent or employee of the Company, or make any commitments or incur any liabilities on behalf of the Company without its prior written consent. As an independent contractor, Consultant shall not participate in any employee benefit plan or program of the Company.

ARTICLE II - COMPENSATION

2.1 Compensation. In consideration for the Services and other covenants of Consultant hereunder, the Company shall pay Consultant $[*****] per month on the first day of each calendar month during the Initial Term, including the date hereof, for a total of $[*****] for Phase I. Compensation for Phase II shall be as set forth in Schedule A.

2.2 The Company shall reimburse Consultant for all reasonable fees and/or expenses incurred in the performance of this work including but not limited to travel, hotels and meeting costs including meals. All expenses must be pre-approved in writing (including email) by Borealis Foods.

2.3 No Withholdings and Deductions. Consultant acknowledges that, as an independent contractor, any income payable to Consultant under this Agreement shall constitute income from self-employment and Consultant shall be required to pay self-employment taxes pursuant to the Internal Revenue Code of 1986, as amended. Consultant acknowledges that because of Consultant’s status as an independent contractor, the Company, its members, managers and employees shall have no obligation or liability whatsoever to Consultant for workers’ compensation, federal and state payroll taxes, unemployment compensation, minimum wages, Social Security assessments or similar charges, taxes or liabilities applicable to an employment relationship.

ARTICLE III – CONFIDENTIAL INFORMATION; INTELLECTUAL PROPERTY;
RESTRICTIVE COVENANTS

3.1 Non-Disclosure of Confidential Information. Each Party acknowledges that in performing the Services, such Party (the “Receiving Party”) will acquire, develop and use information of a special and unique nature and value that is not generally known to the public or to others in the industry of the Disclosing Party or its clients, and/or that is proprietary to the other Party (the “Disclosing Party”) including, without limitation, work product, business methods and processes, strategies and development plans, customer and supplier lists, price lists, financial and other records, and other data and information of a similar nature related to the business of the Disclosing Party (collectively, “Confidential Information”). “Confidential Information” includes the existence and terms and conditions of this Agreement and the relationship created hereby. Consultant further acknowledges that (x) the Company (or, if applicable, its client) is the sole owner of Confidential Information, and it has no right, title or interest in or to any of the Confidential Information; and (y) the Confidential Information is of great value to the Disclosing Party, and it is reasonably necessary to protect the Confidential Information. Accordingly, each Party in its capacity as Receiving Party agrees that:

(a) Except as (i) necessary to perform hereunder; (ii) required by law; or (iii) otherwise authorized by the Disclosing Party in writing, the Receiving Party will not, at any time during the Term or thereafter, directly or indirectly, divulge to any person, firm or corporation other than the Disclosing Party (hereinafter, any “Third Parties”), or use or cause or authorize any Third Parties to use, any Confidential Information; and

(b) Upon the termination or expiration of this Agreement for any reason whatsoever, the Receiving Party shall promptly deliver or cause to be delivered to the Disclosing Party any and all Confidential Information, including notes, notebooks, sketches, and other documents and materials which are in the Receiving Party’s possession or control, regardless of the medium upon which it is stored, and any other property of the Disclosing Party which is in the Receiving Party’s possession or control.

(c) The Receiving Party acknowledges that: (a) the Confidential Information may contain material non-public information concerning the business of the Disclosing Party; (b) The Receiving Party is aware of the restrictions imposed by Canadian and U.S. federal, state and provincial securities laws, and the rules and regulations thereunder, on persons in possession of material non-public information; and (c) the Receiving Party will not (and the Receiving Party will instruct its representatives to not), directly or indirectly, use or allow any other person to use, any Confidential Information that, if disclosed, would constitute material non-public information relating to the Disclosing Party in contravention of any such laws, rules or regulations.

3.2 Remedies. The Receiving Party hereby acknowledges and agrees that the restrictions herein are reasonable and necessary for the protection of the goodwill and the business of the Disclosing Party and that a violation by the Receiving Party of any such covenant may cause irreparable damage to the Disclosing Party. The Receiving Party therefore agrees that any breach or threatened breach by the Disclosing Party of any of the covenants or provisions set forth in this Article III shall entitle the Disclosing Party, in addition to any other legal remedy available to it, to apply to any court of competent jurisdiction for a temporary and permanent injunction or any other applicable decree of specific performance (without being required to post bond or other security in connection therewith), in order to enjoin such breach or threatened breach.

ARTICLE IV – REPRESENTATION AND WARRANTY

Consultant represents and warrants to the Company that Consultant is free to accept engagement with the Company, and that Consultant has no prior or other commitments or obligations of any kind to anyone else which would hinder or interfere with Consultant’s acceptance of its obligations hereunder, or the exercise of its best efforts as a Consultant of the Company.

ARTICLE V – MISCELLANEOUS

5.1 Attorneys’ and Accountants’ Fees. If any action at law or in equity is necessary to enforce or interpret the terms of any of this Agreement, the substantially prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

5.2 Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be addressed as follows:

If to Consultant:

Food Systems for the Future Institute

180 North Stetson Ave., Suite 1400

Chicago, IL 60601

Attn: [*****]

Email: [*****]

If to the Company:

Borealis Foods Inc.

1540 Cornwall Rd., Suite 104

Oakville, ON L6J 7W5

Attn: [*****]

Email:[*****]

With a copy to:

[*****]
Email: [*****]

or to such other address or addresses as may hereafter be specified by notice given by either Party to the other. Notices mailed in accordance with this Section 5.2 shall be deemed given (a) the third day after they are mailed via U.S. Mail, return receipt requested, (b) the next day after they are sent by reputable overnight courier service, or (c) the day of successful transmission if sent via email.

5.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. In the case of the Company, the successors and permitted assigns hereunder shall include without limitation any affiliate of the Company as well as the successors in interest to such affiliate (whether by merger, liquidation (including successive mergers or liquidations) or otherwise). This Agreement or any right or interest hereunder may not be assigned by either Party without the other Party’s prior written consent, except that such written consent shall not be required in connection with an internal reorganization of a Party, merger or a sale of all or substantially all of a Party’s assets or equity. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any person other than the Parties and successors and assigns permitted by this Section 5.3 any right, remedy or claim under or by reason of this Agreement.

5.4 Survival. The provisions contained in Articles III and V of this Agreement are intended to survive the termination or expiration of this Agreement.

5.5 Entire Agreement; Amendments. This Agreement, the Recitals, and the schedules hereto contain the entire understanding of the Parties with regard to the subject matter contained herein, and supersede all prior agreements, understandings or letters of intent between the Parties. It is clearly understood that no promises, representations, written or oral statements, warranties, express or implied, not contained herein were an inducement to either Party nor were any relied upon by either Party in entering into this Agreement. This Agreement shall not be amended, modified or supplemented except by a written instrument signed by an authorized representative of each of the Parties.

5.6 Interpretation. Article titles and section headings contained herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

5.7 Waivers. Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party or Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any Party, it is authorized in writing by an authorized representative of such Party. The failure of a Party to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of a Party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

5.8 Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

5.9 Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws (as opposed to the conflicts of law provisions) of the State of Illinois. Any litigation between the Parties that arises out of this Agreement shall be instituted and prosecuted only in the appropriate state or federal court or other tribunal situated in Chicago, Illinois. Each Party hereby submits to the exclusive jurisdiction of such courts and tribunals for purposes of any such action and the enforcement of any judgment or order arising therefrom. Each Party hereby waives any right to a change of venue and any and all objections to the jurisdiction of the state and federal courts and other tribunals located in Chicago, Illinois.

5.10 Waiver of Jury Trial. The Parties hereby expressly waive any right to a trial by jury in any action or proceeding arising under this Agreement.

5.11 Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the Parties and delivered to each of Consultant and the Company. Facsimile, DocuSign and pdf copies of the signature page hereof shall be deemed originals and shall be binding for all purposes.

[Signature page to follow]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.

	COMPANY:

	BOREALIS FOODS INC.

	Signed:
	Print Name:	Reza Soltanzadeh
	Title:	President & CEO

	CONSULTANT:

	FOOD SYSTEMS FOR THE FUTURE INSTITUTE

	Signed:
	Print Name:	Ertharin Cousin
	Title:	CEO and President

Schedule A

Services

[See attached FSF Proposal for Services.]

Exhibit 10.18

AGENCY CONTRACT

MN2S Corp x Borealis Foods

This Brand Ambassador Agreement (the “Agreement”) is made and entered into this 1^st day of April 2023 (“Effective Date”) by and between:

	(1)	MN2S Corp (“MN2S”) with a registered address of [*****], United States; and

(2)

Borealis Foods (“Company”), with a registered address of 1540 Cornwall Road, Oakville, Ontario, L6J 7W5, Canada; in connection with promotion of the Company’s high protein ramen noodle brand, Chef Woo (the “Product”).

Each individually referred to as the “Party” and jointly as the “Parties”, which have agreed as follows:

Background

Company has engaged MN2S to provide certain defined services in connection with Gordon Ramsay’s (“Talent”), participation and promotion of the brand, Chef Woo and Talent wishes and has agreed to accept such Engagement and perform the services in accordance with the terms and conditions specified in the Talent Contract of equal date hereto between the Talent and the Company (the “Talent Contract”). All services provided under this Agreement are for the benefit of the Company.

Term: The Term of this Agreement shall begin as of the Effective Date first set forth above and, unless terminated for breach, shall continue so long as the Talent Contract shall be in effect.

Services. During the Term, MN2S agrees to be the main point of contact for the Talent Contract and provide services related to the administration thereof (the “Services”), in connection with Company’s Product (defined below). MN2S, represents and warrants that the Services provided hereunder shall be performed in a workmanlike manner and with professional diligence and skill. All creative material details will be mutually agreed upon in advance.

Company Product. Chef Woo products.

Fee & Payment Terms.

In consideration for the administration of the Talent Agreement (the “Services”), Company shall pay to MN2S the following:

Breakdown of Fee:

●

Service Fee: For the Services rendered hereunder, Company shall pay to MN2S a fee of [*****] during each year of the Term (the “Service Fee”).

●

Equity: In addition to the Service Fee, as a one-time additional fee, Company shall pay MN2S the amount of [*****] at the same rate as Talent. The equity will vest monthly over [*****] months upon execution of this Agreement.

●

Royalty: Company shall account and pay to MN2S royalties with respect to any Co-Branded Products as set forth in the Talent Agreement as follows: [*****] of the Net Income of any Co-Branded Product OR [*****] of the New Revenue of Co-Branded Products, whichever is greater. Net Income, shall be calculated as Net Revenues less cost of goods sold, distribution costs. Net Revenue shall be calculated as total invoiced sales, less any sales discounts (sales discounts may include but are not limited to sales promotions, rebates, coupon, early payment terms, slotting fees, allowance for damaged or returned items and off-invoice discounts). For sake of clarity no royalty shall be paid on any sales involving unpaid Company invoices or disputes as to payment to the Company.

●

Payment Terms: The Service Fee shall be payable by Company to MN2S as follows: a first payment of [*****] shall be due upon execution of this Agreement; thereafter, Company shall pay [*****] on the [*****] anniversary of this Agreement and the twelfth month anniversary hereof. During years [*****] and [*****], the Company shall pay [*****] each [*****] day, starting on the [*****] day after the first year anniversary hereof.

●

Renewal: Upon renewal of this Agreement, the Service Fee shall be [*****] for the fourth year and each year after. Renewal to be paid annually as set forth above.

Indemnification by Company. Company agrees to protect, save, defend, indemnify, and hold harmless MN2S, and each of their assigns, heirs, agents, representatives, affiliates, subsidiaries, parent entities, shareholder, and employees from and against any and all expenses, damages, claims, suits, actions, judgments, demands, liabilities, debts, damages, and/or costs whatsoever, including attorneys’ fees, arising out of, and/or in any way connected with, any injury, claim, and/or action arising out of (i) any material inaccuracy or misrepresentation by Company in this Agreement; (ii) any material breach of this Agreement by Company; (iii) any actual or alleged breach by Company or any of its affiliates of statutory or regulatory obligation; (iv) any actual or alleged infringement by Company or any of its affiliates of the trademarks, copyrights, design rights, personal or proprietary rights of any third party; and (v) Company’s recklessness or intentional misconduct with respect to the promotion, advertising or marketing of the Company or the Company’s services and products including but not limited to claims for deceptive advertising or false claims. This indemnification provision shall survive the termination and/or expiration of this Agreement.

Indemnification by MN25. MN25 agrees to protect, save, defend, indemnify, and hold harmless the Company and each of its assigns, heirs, agents, representatives, affiliates, subsidiaries, parent entities, shareholder, and employees from and against any and all expenses, damages, claims, suits, actions, judgments, demands, liabilities, debts, damages, and/or costs whatsoever, including attorneys’ fees, arising out of, and/or in any way connected with, any injury, claim, and/or action from a third party arising out of MN25’s recklessness or intentional misconduct with respect to the promotion, advertising or marketing of the Company or the Company’s products. This indemnification provision shall survive the termination and/or expiration of this Agreement.

Termination.

Termination for Cause. Either party shall have the right, at their option, to terminate this Agreement following written notice and [*****] days opportunity to cure in the event that:

Either party fails, neglects or refuses to fully perform any of the material obligations to be performed hereunder;

Either party materially breaches the terms of this Agreement or any of the warranties or representations made herein.

Negative Publicity. In the event that the MN2S has committed, or shall commit, any act, or have been, or become involved in, any situation or occurrence which brings Talent into public dispute, contempt, scandal or reflects unfavorably upon Company or its reputation, is arrested for a felony, then Company shall have the right to immediately terminate this Agreement for cause.

No Public Disparagement. Company will at no time, including following expiration or termination of the Term, publicly disparage the MN2S, or its employees, agents, officers or representatives, or their respective associations with the Company, the Company’s Products, Talent or others connected or affiliated with the Talent. Similarly, the MN2S will at no time, including following expiration or termination of the Term, publicly disparage the Company, the Company Products, or its affiliated entities and their respective employees, agents, officers or representatives.

Exclusivity. MN2S shall not render any services similar to the Services or grant any rights similar to those granted herein during the Term and for a period of [*****] after termination of the Agreement (“Restrictive Period”) to any other noodle brand or endorse or promote any other noodle brand. For the sake of clarity, MN2S may not promote or partner with any other noodle brand, whether in a paid or unpaid capacity (including without limitation by retweeting any Tweets of a noodle brand) during the Restrictive Period.

10.

Notices. All notices provided under this Agreement shall be sent via e-mail to the addresses set forth below:

	Company:	MN2S Corp [*****]:

	Borealis Foods Inc.
		Attn: [*****]
	Attn: Reza Soltanzadeh, President	Email: [*****]
	Email: [*****]	Phone: [*****]

	With a copy to:

	Pouneh Rahimi, Chief Legal Officer
	Email: [*****]

11.

Confidentiality.

Maintain Confidentiality. MN2S hereby acknowledges that, based their past or current relationship with Company, they have had access to and become acquainted with the Confidential Information (as defined below). MN2S hereby covenants and agrees that he shall not, in any fashion, from or manner, unless previously and specifically consented to in writing by the Company, either directly or indirectly use, divulge, transmit or otherwise disclose or cause to be used, divulged, transmitted otherwise disclosed to any person, firm, partnership, corporation or other entity now existing or hereafter created, in any manner whatsoever (other than as required by law), any of Company’s Confidential Information of any kind, nature or description. MN2S hereby further acknowledges and agrees that the sale or unauthorized use, transmission or other disclosure of any of Company’s Confidential Information which is in his possession constitutes unfair competition and Talent covenants and agrees that he shall not engage in any unfair competition with Company.

Definition of Confidential Information. “Confidential Information” shall mean any information, matter or thing which, as to the business of Company, is of a secret, confidential or private nature and which is connected with the methods of operation of the business Company. Confidential Information shall include: (i) business matters known or available only to management, such as (A) information concerning customers, vendors and suppliers; (B) any arrangements or contracts that Company has or may had with such parties; (C) the marketing methods, plans and/or strategies of Company for business development; and (D) the terms of any contracts or agreements Company has entered into; and (ii) other matters including, but not limited to, product information, trade secrets, know-how, formulae, recipes, innovations, inventions, technologies, devices, discoveries, techniques, processes, methods, specifications, designs, compilation of information, test results and research and/or development projects undertaken Company. Confidential Information shall not include any information in the public domain, provided, however, specific information shall not be deemed to be in the public domain merely because it is encompassed by some general information that is published or in the public domain.

Securities Law Restrictions. MN2S acknowledges that: (a) the Confidential Information may contain material non-public information concerning the business of the Company; (b) MN2S is aware of the restrictions imposed by Canadian and U.S. federal, state and provincial securities laws, and the rules and regulations thereunder, on persons in possession of material non-public information; and (c) MN2S will not (and MN2S will instruct its representatives to not), directly or indirectly, use or allow any other person to use, any Confidential Information that, if disclosed, would constitute material non-public information relating to the Company in contravention of any such laws, rules or regulations.

Obligations Survive Agreement. The obligations under this Section shall survive the expiration or termination of this Agreement for a period of [*****] years.

12.

Governing Law and Arbitration.

This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed exclusively in accordance with, the laws of New York, NY.

In the event of a dispute that cannot be resolved by the executives of the parties within [*****] days, then the dispute shall be referred to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitration will be held in New York, NY. All such arbitrations shall be carried out by a single arbitrator, if the parties can agree upon one, otherwise by a panel of [*****] arbitrators, [*****] of which is to be chosen by each party and the [*****] of which is to be chosen by the [*****] arbitrators so appointed. The decision of the arbitrator(s) shall be in writing, stating the reasons for the award, shall be final and binding on the parties to the arbitration and no appeal shall be taken from any determination unless the determination contains an error of law, which results in a determination that is patently unreasonable. Notwithstanding the foregoing, neither party shall be precluded from seeking equitable relief, and may invoke the jurisdiction of any competent court, to remedy or prevent violation of any provision relating to Confidential Information or the intellectual property rights.

13.

Force Majeure. If any of the obligations of any of the parties is hindered or prevented, in whole or in substantial part, because of a Force Majeure Event (as hereinafter defined), the parties shall negotiate in good faith regarding the replacement of the lost Services. If a mutually agreeable replacement of the lost Services is not reached, the appropriate pro-rata share of the Services Fee that has not been earned will be returned to Company and each party will have no further obligation to the other. A “Force Majeure Event” shall mean causes beyond the control of the parties including but not limited to: an act of God, fire, floods, labor dispute, riot or civil commotion, act of public enemy, terror, or war, governmental act, regulation or rule, or other reason beyond the control of the parties that is generally regarded as force majeure.

14.

Non-Circumvention. During a period of [*****] years from the Effective Date, Company agrees not to deal with, contract with or otherwise conduct business with any individual or entity introduced by the other party without the prior knowledge and written permission of the MN2S. Further, Company agrees not to pursue or engage in any transaction involving potential transactions or contact directly or indirectly any party-in-interest relating to the Talent’s business or pursue any introduction of any party of interest related to the Talent without the MN2S’ prior written consent. The Company agrees that all communications regarding the Talent Contract, requests for additional information, and discussions or questions regarding procedures related to the Talent Contract will be submitted or directed to MN2S and not directly with any other party

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the Effective Date.

Signed by		Signed by
MN2S:		Borealis Foods:

Date:	05 /12/2023	Date:

Exhibit 10.19

TALENT CONTRACT

Gordon Ramsay x Borealis Foods

This Talent Contract (the “Agreement”) is made and entered into this 1st day of April 2023 (“Effective Date”) by and between:

(1)	Humble Pie Media Limited (“HPML”) for the services of Gordon Ramsay and support team, with a registered address of [*****] (collectively, “Talent”); and

(2)	Borealis Foods Inc. (“Company”), with a registered address of with a principal place of business at 1540 Cornwall Rd., Suite 104, Oakville, Ontario L6J 7W5;

in connection with promotion of the Company’s high protein ramen noodle brand, Chef Woo (the “Product”).

Each individually referred to as the “Party” and jointly as the “Parties”, which have agreed as follows:

Background

Company wishes to engage Talent to provide certain services in connection with Talent’s participation and promotion of the brand, Chef Woo a n d Talent wishes and has agreed to accept such Engagement and perform the services in accordance with the terms and conditions specified in this Agreement. All services provided by Talent under this Agreement are for the benefit of the Company. The Parties have agreed that the terms and conditions of Talent’s engagement shall be governed by the provisions of this Agreement.

1. Term: The Term of this Agreement shall begin as of the Effective Date first set forth above and continue for a period of [*****] months subject always to the provisions of Clause 13. No less than [*****] days prior to the end of the Term, the parties shall discuss in good faith the extension of this Agreement.

2. Usage Period. For each Proceed (as defined in Appendix A) the usage period unless otherwise agreed shall be [*****] consecutive months from the date of First Public Release of such Proceed (the “Usage Period”). For each Proceed, “First Public Release” shall mean the date on which such Proceed is posted, published, or otherwise first publicly shared. For sake of clarity, the Usage Period shall survive termination of this Agreement.

3. Services. During the Term, Talent agrees to render services for Company in connection with Company’s Product, specifically as set forth in the enclosed Statement of Work (Appendix A.) (the “Services”). Talent represents and warrants that the Services provided hereunder shall be performed in a workmanlike manner and with professional diligence and skill. All creative material details will be mutually agreed upon in advance.

4. Company Product. Chef Woo products.

5. Co-Branded Products. The Talent shall assist in the development of new Chef Woo products and flavors, co-branded with the Talent (“Co-Branded Products”) as further set forth in Schedule A. Co-Branded Products shall be approved in advance by Talent before exploitation and may only be exploited under the approved GR Branding as set forth in Schedule A. For sake of clarity, production and sale of the Co-Branded Products shall survive termination of this Agreement save where termination is for breach by Company. Similarly, as set forth in Section 10 below, remuneration of the sale of the Co-Branded Products shall survive termination of this Agreement.

6. Territory. Global.

7. Name, Likeness and Voice. During the Usage Period, and solely in connection with the Proceeds created hereunder and as defined below, Company shall have the right to use Talent’s pre-approved name, likeness, and voice (collectively, “Talent’s Likeness”) solely on Company’s media content to include video content, photography and social media posts on Company’s owned and operated official social media channels, provided such use shall be pre-approved in writing by Talent as per the Approvals section in this Agreement.

Talent in no way grants, or purports to grant to Company, or any other party, any rights or uses of any names, logos, trademarks, service marks, etc. owned and/or controlled by any third party. In the event Company or any other related party desires to use any third-party intellectual property, it is hereby agreed that said party shall first obtain written permission from the owner of said third party intellectual property for such use and shall indemnify Talent for any failure to do so and/or any other Claims (as defined below) arising out of or in connection with any use of materials not owned and/or controlled by Talent.

All rights in and to Talent’s Likeness that are not expressly licensed in this Agreement are reserved to Talent.

8. Approvals. Each party shall have the right to review and approve any and all promotional materials and assets written and/or produced by the other party created within the scope of the Services or otherwise solely subject to this Agreement (i.e., original photographs, videos, copy, verbiage, written captions, links, etc.) including any and all materials that contain Talent’s Likeness (collectively, the “Proceeds”) before it is posted, published, or otherwise first publicly shared, as per the schedule contained in Appendix A. The parties will not post, publish, or share the Proceeds until approved by all parties save that Company shall provide Talent with creative, messaging points, tags, hashtags, and social media directives for Talent’s review and approval, no later than [*****] business days prior to scheduled dates for rendering Services and Talent may generate posts within that criteria organically and without specific approval for each post.

Co-Branded Products may only be exploited after final approval by Talent as to quality branding and packaging.

[*****]

9. Intellectual Property Rights. Talent acknowledges that all Proceeds (including all original ideas in connection therewith and any physical materials created by or on behalf of Talent) shall be “work made for hire” for Company and Company shall be the author and copyright owner thereof for all purposes in perpetuity. Company shall solely and exclusively own in perpetuity, all rights of every kind and nature whether now or hereafter created in and in connection with the Proceeds, including: (a) the copyright and all rights of copyright; (b) all trademarks (excluding any Talent owned or created trademarks) and any and all other ownership and exploitation rights now or hereafter recognized in any territory; and (c) all rights generally known as “moral rights.” If the foregoing does not fully vest in Company all rights of every kind and nature in the Services and the Products throughout the world in perpetuity, then Talent hereby irrevocably grant and assign to Company all rights not so vested (and so far as may be appropriate by way of immediate assignment of future copyright) throughout the universe in perpetuity, including renewal and extension periods, if any, whether now or hereafter known or created, free from all restrictions and limitations. Without limiting the foregoing, the Talent hereby waives the benefit of any moral rights or similar laws. Talent hereby irrevocably appoints Company as its attorney-in-fact with full power to execute, acknowledge, deliver and record in the U.S. Copyright Office or Parent and Trademark Office or elsewhere any and all such documents the Talent fails to execute, acknowledge and deliver within [*****] business days after Company’s request therefor. Upon request, Company shall provide Talent with copies of any such documents.

10. Fee & Payment Terms.

In consideration of the rights granted to Company, Company shall pay to Talent the following:

Breakdown of Fee:

●

Service Fee: For the Services rendered hereunder, Company shall pay to Talent a fee of [*****] during each year of the Term (the “Service Fee”).

●

Equity: In addition to the Service Fee, as a one-time additional incentive for the Talent to enter into this Agreement, Company shall grant to the Talent equity in the Company equivalent to [*****]. The equity will vest immediately upon execution of this Agreement. Equity to Talent shall be made to Talent’s designated accounts at Talent’s discretion. For year [*****] and beyond, the parties will negotiate in good faith further equity/stock to be granted to Talent, pursuant to the Company’s new Stock Option Plan to be created at a future date.

●

Royalty: Company shall account and pay to Talent royalties with respect to any Co-Branded Products as follows: [*****] of the Net Income of any Co-Branded Product OR [*****] of the Net Revenue of Co-Branded Products, whichever is greater Net Income, shall be calculated as Net Revenues less cost of goods sold, distribution costs. Net Revenue

shall be calculated as total invoiced sales, less any sales discounts (sales discounts may include but are not limited to sales promotions, rebates, coupon, early payment terms, slotting fees, allowance for damaged or returned items and off-invoice discounts). For sake of clarity no royalty shall be paid on any sales involving unpaid Company invoices or disputes as to payment to the Company.

[*****]

Company to provide detailed accounting of royalties at the request of Talent. All payments shall be reconciled and paid quarterly to Talent, within thirty days of the end of each calendar quarter. Once per calendar year, during the term and after termination so long as the Talent is collecting Royalties hereunder, Talent shall have the right to audit, or have an agent, accountant or other representative audit such books, records and supporting data upon [*****] days notice. Any audit shall be at Talent’s expense. This obligation shall survive termination of this Agreement.

●

Payment Terms: The Service Fee shall be payable by Company to Talent as follows: a first payment of [*****] shall be due upon execution of this Agreement; thereafter, Company shall pay [*****] on the [*****] anniversary of this Agreement and the [*****] month anniversary hereof. During years [*****] and [*****], the Company shall pay [*****] each [*****] day, starting on the [*****] day after the [*****] year anniversary hereof.

●

Renewal: Upon renewal of this Agreement, the Service Fee shall be [*****] for the [*****] year and each year thereafter. Renewal shall be paid annually as set forth above. Talent shall have option to draw full payment or partial payment in combination with cash, stock options or the equivalent.

11. Expenses. Company to provide and pay for all pre-approved necessary materials, travel and hotel accommodation for Talent and Talent’s traveling party (if applicable) on top of the Service Fee. Company to cover at Company’s sole cost and expense the cost of development of the Co-Branded Products including costs of Talent’s team including a development chef, cost of materials and ingredients. All reimbursable expenses under this Section must be pre-approved in writing (including email).

12. Indemnification by Company. Company agrees to protect, save, defend, indemnify, and hold harmless Talent, and each of their assigns, heirs, agents, representatives, affiliates, subsidiaries, parent entities, shareholder, and employees from and against any and all expenses, damages, claims, suits, actions, judgments, demands, liabilities, debts, damages, and/or costs whatsoever, including attorneys’ fees, arising out of, and/or in any way connected with, any injury, claim, and/or action arising out of (i) any material inaccuracy or misrepresentation by Company in this Agreement; (ii) any material breach of this Agreement by Company; (iii) any actual or alleged breach by Company or any of its affiliates of statutory or regulatory obligation; (iv) any actual or alleged infringement by Company or any of its affiliates of the trademarks, copyrights, design rights, personal or proprietary rights of any third party; and (v) Company’s recklessness or intentional misconduct with respect to the promotion, advertising or marketing of the Company or the Company’s services and products including but not limited to claims for deceptive advertising or false claims. This indemnification provision shall survive the termination and/or expiration of this Agreement.

[*****]

13. Indemnification by Talent. Talent agrees to protect, save, defend, indemnify, and hold harmless the Company and each of its assigns, heirs, agents, representatives, affiliates, subsidiaries, parent entities, shareholder, and employees from and against any and all expenses, damages, claims, suits, actions, judgments, demands, liabilities, debts, damages, and/or costs whatsoever, including attorneys’ fees, arising out of, and/or in any way connected with, any injury, claim, and/or action from a third party arising of the Talent’s recklessness or intentional misconduct with respect to the promotion, advertising or marketing of the Company or the Company’s products. This indemnification provision shall survive the termination and/or expiration of this Agreement.

14. Termination.

a) Termination for Cause. Either party shall have the right, at their option, to terminate this Agreement following written notice and [*****] days opportunity to cure in the event that:

1. Either party fails, neglects or refuses to fully perform any of the material obligations to be performed hereunder;

2. Either party materially breaches the terms of this Agreement or any of the warranties or representations made herein.

b) Negative Publicity. In the event that the Talent has committed, or shall commit, any act, or have been, or become involved in, any situation or occurrence which brings Talent into public dispute, contempt, scandal or reflects unfavorably upon Company or its reputation, is arrested for a felony, then Company shall have the right to immediately terminate this Agreement for cause.

c) Disability. If Talent should fail to fulfill Talent’s obligations hereunder for [*****] consecutive days or an aggregate of [*****] days, due to illness, disability, injury or accident, then Company may, in its sole discretion and option terminate this Agreement.

15. Press. Any press release or statement regarding this Agreement, the Services or the Products will be mutually approved by the parties in advance. If there is any negative press comment or statement at any time Company shall notify Talent and work with Talent’s PR team to deal with.

[*****]

16. No Public Disparagement. Company will at no time, including following expiration or termination of the Term, publicly disparage the Talent, or its employees, agents, officers or representatives, or their respective associations with the Company, the Company’s Products, or others connected or affiliated with the Talent. Similarly, the Talent will at no time, including following expiration or termination of the Term, publicly disparage the Company, the Company Products, or its affiliated entities and their respective employees, agents, officers or representatives.

17. Exclusivity. Talent shall not render any services similar to the Services or grant any rights similar to those granted herein during the Term and for a period of twelve months after termination of the Agreement (“Restrictive Period”) to any other noodle brand or endorse or promote any other noodle brand, For the sake of clarity, Talent may not promote or partner with any other noodle brand, whether in a paid or unpaid capacity (including without limitation by retweeting any Tweets of a noodle brand) during the Restrictive Period.

18. Confidentiality.

Maintain Confidentiality. Talent hereby acknowledges that, based their past or current relationship with Company, they have had access to and become acquainted with the Confidential Information (as defined below). Talent hereby covenants and agrees that he shall not, in any fashion, from or manner, unless previously and specifically consented to in writing by the Company, either directly or indirectly use, divulge, transmit or otherwise disclose or cause to be used, divulged, transmitted otherwise disclosed to any person, firm, partnership, corporation or other entity now existing or hereafter created, in any manner whatsoever (other than as required by law), any of Company’s Confidential Information of any kind, nature or description. Talent hereby further acknowledges and agrees that the sale or unauthorized use, transmission or other disclosure of any of Company’s Confidential Information which is in his possession constitutes unfair competition and Talent covenants and agrees that he shall not engage in any unfair competition with Company.

[*****]

Definition of Confidential Information. “Confidential Information” shall mean any information, matter or thing which, as to the business of Company, is of a secret, confidential or private nature and which is connected with the methods of operation of the business Company. Confidential Information shall include: (i) business matters known or available only to management, such as (A) information concerning customers, vendors and suppliers; (B) any

arrangements or contracts that Company has or may had with such parties; (C) the marketing methods, plans and/or strategies of Company for business development; and (D) the terms of any contracts or agreements Company has entered into; and (ii) other matters including, but not limited to, product information, trade secrets, know-how, formulae, recipes, innovations, inventions, technologies, devices, discoveries, techniques, processes, methods, specifications, designs, compilation of information, test results and research and/or development projects undertaken Company. Confidential Information shall not include any information in the public domain, provided, however, specific information shall not be deemed to be in the public domain merely because it is encompassed by some general information that Is published or in the public domain.

Securities Law Restrictions. Talent acknowledges that: (a) the Confidential Information may contain material non-public information concerning the business of the Company; (b) Talent is aware of the restrictions imposed by Canadian and U.S. federal, state and provincial securities laws, and the rules and regulations thereunder, on persons in possession of material non-public information; and (c) Talent will not (and Talent will instruct its representatives to not), directly or indirectly, use or allow any other person to use, any Confidential Information that, if disclosed, would constitute material non-public information relating to the Company in contravention of any such laws, rules or regulations.

Obligations Survive Agreement. The obligations under this Section shall survive the expiration or termination of this Agreement for a period of [*****] years.

19. Governing Law. This Agreement shall be governed by the laws of the State of New York.

20. Arbitration. In the event of a dispute that cannot be resolved by the executives of the parties within [*****] days, then the dispute shall be referred to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitration will be held in New York, NY. All such arbitrations shall be carried out by a single arbitrator, if the parties can agree upon one, otherwise by a panel of three (3) arbitrators, one of which is to be chosen by each party and the third of which is to be chosen by the two (2) arbitrators so appointed. The decision of the arbitrator(s) shall be in writing, stating the reasons for the award, shall be final and binding on the parties to the arbitration and no appeal shall be taken from any determination unless the determination contains an error of law, which results in a determination that is patently unreasonable. Notwithstanding the foregoing, neither party shall be precluded from seeking equitable relief, and may invoke the jurisdiction of any competent court, to remedy or prevent violation of any provision relating to Confidential Information or the intellectual property rights.

[*****]

21. Force Majeure. If any of the obligations of any of the parties is hindered or prevented, in whole or in substantial part, because of a Force Majeure Event (as hereinafter defined), both parties shall negotiate in good faith regarding the replacement of the lost Services. If a mutually agreeable replacement of the lost Services is not reached, the appropriate pro-rata share of the Services Fee that has not been earned will be returned to Company and each party will have no further obligation to the other. A “Force Majeure Event” shall mean causes beyond the control of the parties including but not limited to: an act of God, fire, floods, labor dispute, riot or civil commotion, act of public enemy, terror, or war, governmental act, regulation or rule, or other reason beyond the control of the parties that is generally regarded as force majeure.

22. Notices. All notices provided under this agreement shall be sent via e-mail to the addresses set forth below:

Company:	Talent: [*****]
Borealis foods Inc.	Email: [*****]
1540 Cornwall Rd., Suite 104	Or such other person nominated by Talent
Oakville, ON L6J 7W5

Attn: Reza Soltansadeh, President	with a copy to
Email: [*****]

	[*****]
With a copy to:	Email: [*****]
	Phone: +[*****]

[*****]	and to
[*****]
	[*****]
	Email: [***] Phone: +[***]

[*****]

IN WITNESS WHEREOF, the parties have caused this agreement to be duly executed as of the Effective Date.

		Signed by
Signed by		Borealis
Talent:		Foods, Inc:

Date: _____________________		Date: _____________________

[*****]

Appendix A

Statement of Work

[*****]

Exhibit 10.20

MASTER BROKER AGREEMENT

THIS MASTER BROKER AGREEMENT (this “Agreement”) is made as of this 1St day of April, 2023 (“Effective Date”) by and between Palmetto Gourmet Foods, Inc., a South Carolina corporation with its principal office at 4160 Columbia Hwy, Saluda, South Carolina 29138 (hereinafter “PGF”) and Next Step Club Solutions, LLC, a Washington State corporation with its principal office at [*****] (hereinafter “Broker”).

WHEREAS, PGF is engaged in the manufacture and distribution of certain dry food products listed in Schedule “A” attached hereto and incorporated herein by reference (the “Products”);

WHEREAS, Broker is an independent agency providing services in the food industry;

WHEREAS, PGF desires to engage the services of the Broker to market and sell the Products to customers (“Customers”) in the geographical territory (“Geographical Territory”) and the particular class(es) of trade (“Particular Class(es) of Trade”) defined in Schedule “A” (the Geographical Territory and Particular Class(es) of trade shall collectively be referred to herein as the “Territory”); and

WHEREAS, the Broker wishes to accept such engagement, all pursuant to the terms and conditions set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Appointment of Broker. PGF hereby appoints Broker to act as its exclusive sales representative to solicit orders for the Products in the Territory, and Broker hereby accepts such appointment subject to the terms, provisions and conditions set forth in this Agreement. Broker shall use its best efforts to promote, solicit and obtain orders (“Orders”) for the Products strictly in accordance with PGF’s terms and conditions of sale or such other terms and conditions as PGF may specify from time to time, and at the sales prices specified by PGF in writing, in effect as of the date of such Orders.

2. Promotional and Other Materials. PGF agrees to provide to Broker, from time to time, such quantities of current, updated Product descriptions, price lists and advertising, promotional and sales materials concerning the Products, as PGF deems necessary. Further, all trade information and documentation obtained by Broker during the length of the Agreement shall belong to PGF. Upon termination of this Agreement for any reason, any and all documentation obtained by Broker pursuant to this Agreement will, at PGF’s option either be returned to PGF or destroyed.

3. Relationship of Parties. Broker shall at all times during the term of this Agreement remain an independent contractor, solely responsible for the manner in which it performs its obligations under this Agreement. In no event shall the relationship created by this Agreement be construed as creating a joint venture or partnership between PGF and Broker. Broker’s representatives, agents and employees shall not represent themselves or act as employees of PGF and shall not have the right or authority in any way to bind PGF to any obligation to any third party, and they shall not assume or create any obligation of any kind, express or implied, in the name of or on behalf of PGF.

4. Orders. All Orders must be promptly forwarded to PGF in writing using an approved form. PGF may, at its sole discretion, accept or reject any Order for any reason or for no reason and shall not be liable to Broker for any damages, commission or expenses of any kind arising from rejected Orders. For greater clarity, unless an Order is accepted by PGF within [*****] business days, it shall be deemed to be rejected.

5. Broker’s Duties. Broker shall devote as much time, skill, diligence and resources as necessary to fulfill its obligations hereunder and shall apply the highest possible professional standards to actively promote the sale of the Products and to provide to PGF relevant support services in the Territory. More specifically, Broker agrees to:

establish and maintain a properly trained and fully staffed sales force adequate to cover the Territory in its entirety for the optimal sale of the Products;

regularly make personal calls upon the Customers to communicate the terms of and faithfully execute the promotional programs run by PGF from time to time, execute trade promotion activities, manage and reconcile trade funds. Consummate sales, assist with forecasting volume demands, communicate and execute promotional activities, perform retail services and monitor the turnover of the Products;

submit to PGF all Orders and all inquiries with respect to the Products no later than [*****] business days from the time such Orders or inquiries are received by Broker;

keep PGF informed of and submit monthly written reports to PGF describing and detailing at a minimum the following: (i) merchandising, advertising and other promotional programs, pricing and sales activities of PGF’s competitors; (ii) Customers’ use of funds made available to them under any promotional programs; (iii) any change in the financial condition or other relevant credit information of the Customers or potential customers; and (iv) any change in Broker’s management, ownership or personnel in charge of any Customer account;

comply with all laws, rules and regulations applicable to its performance pursuant to this Agreement;

assist PGF, upon request, in determining the credit standing of any Customer or in collecting any amounts owed to PGF by any Customer;

make no warranty or representation with respect to the Products or offer any quotation or price discount or any promotional consideration to any Customer other than that expressly authorized by PGF in writing.

6. Commission. Broker will receive a commission based on PGF’s Net Sale Price (as defined in Schedule “A”) for the Products in the Territory (the “Commission”), as set forth in Schedule “A”. Upon termination of this Agreement for any reason whatsoever, PGF shall pay Broker the Commissions agreed to hereunder for a period of [*****] days after the date of termination.

7. Payment. Commissions shall be paid to Broker on or before the [*****] day of the calendar month following the month in which PGF receives payment from Customers. Commissions will not be paid on any Order involving a dispute as to payment, including any unauthorized deductions, until such time as the dispute has been resolved to PGF’s satisfaction. In no event will Commissions be paid on any Order, including any Order involving a dispute as to payment, that remains unpaid by the Customer more than [*****] months.

8. Reconciliation of Account. PGF will maintain an accounting of Broker’s Commissions on an on-going basis. If Commissions have been credited to Broker’s account for Products sold and subsequently returned to PGF for any reasons whatsoever, or in the event that any additional allowances, discounts, price deductions or other adjustments are granted by PGF with respect to any Order, the Broker’s account will reflect such adjustment. If adjustments are made with respect to any Order for which Commissions have already been paid to Broker, the amount of Commissions earned on such Products will be reconciled at the time of such adjustment and offset against Broker’s unpaid Commissions for the next payment period.

9. Compliance With Laws. In performing this Agreement, Broker agrees to: (a) comply with all applicable local, state, provincial and federal in the Geographical Territory and in jurisdiction where Broker resides. Without limiting the generality of the foregoing, Broker agrees to (a) comply with all applicable anti-bribery and anti-corruption laws and regulations, including the United States Foreign Practices Act, (b) not offer any bribe or other facilitation payment to any public official or other person; (c) not do anything that may cause PGF to inadvertently breach any competition, anti-bribery or anti-corruption law. Broker must promptly notify PGF in writing of any actual or potential breach of this clause.

Broker shall not acquire any right or interest whatsoever, as a result of this Agreement, in any Marks or other intellectual property rights of PGF or its affiliated entities and shall have the right to use the Marks solely for the purpose of marketing the Products pursuant to this Agreement. Broker shall not use PGF or its affiliated entities’ name(s) in either its own corporate name or any fictitious business name. All use of the Marks by Broker hereunder shall inure to the benefit of PGF or its affiliated entities, as the case may be.

11. Covenant Against Competing Products. During the term of this Agreement, Broker shall not, without PGF’s prior written consent, directly or indirectly market, sell, distribute or represent any product that may be in competition with the products of PGF or one of its affiliated entities.

12. Confidentiality. During the term of this Agreement, Broker will receive or have access to documents, records and information that is of a confidential and proprietary nature to PGF, including, but not limited to, PGF’s customers, marketing and promotional plans, product formulas, products under development, products not yet launched, recipes and manufacturing processes, pricing and general policies and procedures, all of which would not be available to Broker were it not for the relationship created by this Agreement. Broker hereby acknowledges and agrees that such information is not generally known to the trade, is of a confidential and proprietary nature, and to preserve PGF’s goodwill must be kept confidential and used only in carrying out its obligations hereunder and that it will not be disclosed or made available to any third party without PGF’s prior written consent.

13. Securities Law Restrictions. Broker acknowledges that: (a) the Confidential Information may contain material non-public information concerning the business of the PGF and its affiliated entities; (b) Broker is aware of the restrictions imposed by Canadian and U.S. federal, state and provincial securities laws, and the rules and regulations thereunder, on persons in possession of material non-public information; and (c) Broker will not (and will instruct its representatives to not), directly or indirectly, use or allow any other person to use, any Confidential Information that, if disclosed, would constitute material non-public information relating to PGF or its affiliated entities in contravention of any such laws, rules or regulations.

14. Term. This Agreement shall be effective as of the Effective Date and remain in effect for a period [*****] years (the “Initial Term”). Thereafter, unless earlier terminated as provided hereunder, this Agreement shall automatically renew for additional [*****] terms (each a “Renewal Term”, collectively, the Initial Term and all Renewal Terms shall be referred to herein as the “Term”).

15. Termination for Convenience. Either party may terminate this Agreement at any time for any reason or for no reason upon not less than [*****] days’ written notice to the other party.

16. Immediate Termination. This Agreement shall terminate immediately upon written notice by PGF to Broker in the event that (i) Broker ceases or suspends its business operations or voluntarily abandons the Broker relationship established by this Agreement; (ii) Broker becomes or is declared insolvent, makes an assignment for the benefit of its creditors, enters into receivership, or is adjudicated bankrupt; or (iii) Broker (or any shareholder, member, officer or key management member as solely determined by PGF) is convicted of a criminal or civil offense related to its business.

17. Probation Period. If the Sales Agent fails in the performance of any material obligation hereunder, including without limitation the failure to achieve sales objectives set forth by PGF, then PGF may give written notice to the Sales Agent and if the default is not cured, or the performance not corrected to the reasonable satisfaction of PGF within [*****] days following such notice, this Agreement will automatically terminate.

18. Effect of Termination, Return of Materials. All of PGF’s data, documents, literature, sales aids, Marks and Confidential Information (collectively, the “PGF Documentation”) shall remain the property of PGF. Effective upon the termination of this Agreement, Broker shall cease to use all PGF Documentation. Furthermore, Broker shall immediately return to PGF or immediately and irreversibly destroy, any PGF Documentation within its possession or control and provide proof thereof to PGF’s satisfaction.

19. Survival. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation Sections 8, 10, 12, 16, 18, 19, 20, 22, 23, 24, 25 and 27.

20. Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the law of the State of South Carolina without giving effect to its principles of conflict of laws. Any action brought by either party to enforce the terms of this Agreement shall be brought within any Federal or State court sitting in South Carolina.

21. Assignment. Broker hereby acknowledges that the duties and obligations to be performed by it hereunder are unique and personal. Broker, therefore, shall not assign or transfer its obligations under this Agreement without the prior written consent of PGF. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns.

22. Notices. All notices or other communications under this Agreement shall be in writing and shall be (a) given by first class mail, certified or registered with return receipt requested, next-day courier at the address first set forth above for each party or to such other address as either party shall designate by written notice given in accordance with this section.

23. Indemnification. Broker shall indemnify, defend and hold PGF harmless from and against all damages, claims, demands, liabilities, costs and expenses, including attorneys’ fees, which arise out of or are otherwise attributable to: (i) breach by Broker of any of its promises, covenants, agreements, representations, warranties and obligations contained herein, (ii) any act or failure to act by Broker or its employees and agents, in the performance of its obligations under this Agreement. PGF shall indemnify, defend and hold Broker harmless from and against all damages, claims, demands, liabilities, costs and expenses, including attorneys’ fees, which arise out of or are otherwise attributable to (i) breach by PGF of any of its promises, covenants, agreements, representations, warranties and obligations contained herein, or (ii) any act or failure to act by PGF or its employees and agents, in the performance of its obligations under this Agreement.

24. Limitation on Liability. Except for a breach of Sections 9, 10 or 11 hereof, neither party shall be liable for any incidental, consequential or exemplary damages, including but not limited to the loss of prospective profits or anticipated sales. Furthermore, except for a breach of Sections 9, 10 or 11 neither party’s liability under this Agreement (regardless of the form of the action) shall exceed the total amount of fees paid to the Broker by PGF in the [*****] period preceding the time that the cause of action arose.

25. Entire Agreement. This Agreement constitutes the entire agreement between the parties, supersedes all previous agreements and may not be modified except in a writing signed by the parties hereto.

26. Waiver. The failure of either party to enforce at any time, or for any period, any provision of this Agreement shall not be construed as a waiver of such provision or of the right of such party thereafter to enforce such provision.

27. Severability. If any provision of this Agreement is held to be invalid, unenforceable or in conflict with any law governing the terms hereof in any respect, such provision will be carried out and enforced only to the extent to which it shall be valid, enforceable and not in conflict with such law, and any such invalidity, unenforceability or conflict will not affect any other provisions of this Agreement.

28. Counterparts and Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument. Delivery of an executed counterpart of this Agreement by electronic means shall be effective for all purposes as delivery of a manually executed original counterpart. Either party may maintain a copy of this Agreement in electronic form. The parties further agree that a copy produced from the delivered counterpart or electronic form by any reliable means shall in all respects be considered an original.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date hereinabove written.

PALMETTO GOURMET FOODS, INC.			NEXT STEP CLUB SOLUTIONS, LLC

By:			By:
	Name:	Reza Soltanzadeh		Name:	[*****]
	Title:	President		Title:	President
	Date:	April 3, 2023		Date:	March 31, 2023

Exhibit 10.21

MASTER BROKER AGREEMENT

THIS MASTER BROKER AGREEMENT (this “Agreement”) is made as of this 21st day of February, 2023 (“Effective Date”) by and between Palmetto Gourmet Foods, Inc., a South Carolina corporation with its principal office at 4160 Columbia Hwy, Saluda, South Carolina 29138 (hereinafter “PGF”) and Godwin Retail Group LLC, with its principal office at [*****] (hereinafter “Broker”).

WHEREAS, PGF is engaged in the manufacture and distribution of certain dry food products listed in Schedule “A” attached hereto and incorporated herein by reference (the “Products”);

WHEREAS, Broker is an independent agency providing services in the food industry;

WHEREAS, the Broker wishes to accept such engagement, all pursuant to the terms and conditions set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Appointment of Broker. Effective as of May 1, 2023, PGF hereby appoints Broker to act as its exclusive sales representative to solicit orders for the Products in the Territory, and Broker hereby accepts such appointment subject to the terms, provisions and conditions set forth in this Agreement. Broker shall use its best efforts to promote, solicit and obtain orders (“Orders”) for the Products strictly in accordance with PGF’s terms and conditions of sale or such other terms and conditions as PGF may specify from time to time, and at the sales prices specified by PGF in writing, in effect as of the date of such Orders.

establish and maintain a properly trained and fully staffed sales force adequate to cover the Territory in its entirety for the optimal sale of the Products;

submit to PGF all Orders and all inquiries with respect to the Products no later than [*****] business days from the time such Orders or inquiries are received by Broker;

comply with all laws, rules and regulations applicable to its performance pursuant to this Agreement;

assist PGF, upon request, in (i) determining the credit standing of any Customer (ii) collecting any amounts owed to PGF by any Customer and (iii) resolving any outstanding deduction taken by Customers (“Customer Deductions”) as soon as possible but in no event later than [*****] days from the date the Customer issues the payment from which deduction was taken;

10. Use of Name and Trademarks. Broker acknowledges that the trademarks, service marks, trade names and logos (the “Marks”) used by PGF in its advertising and marketing materials, on its website or otherwise are the exclusive property of PGF or its affiliated entities. Broker shall not acquire any right or interest whatsoever, as a result of this Agreement, in any Marks or other intellectual property rights of PGF or its affiliated entities and shall have the right to use the Marks solely for the purpose of marketing the Products pursuant to this Agreement. Broker shall not use PGF or its affiliated entities’ name(s) in either its own corporate name or any fictitious business name. All use of the Marks by Broker hereunder shall inure to the benefit of PGF or its affiliated entities, as the case may be.

13. Term. This Agreement shall be effective as of the Effective Date and remain in effect for a period [*****] years (the “Initial Term”). Thereafter, unless earlier terminated as provided hereunder, this Agreement shall automatically renew for additional one-year terms (each a “Renewal Term”, collectively, the Initial Term and all Renewal Terms shall be referred to herein as the “Term”).

14. Termination for Convenience. Either party may terminate this Agreement at any time for any reason or for no reason upon not less than [*****] days’ written notice to the other party.

15. Immediate Termination. This Agreement shall terminate immediately upon written notice by PGF to Broker in the event that (i) Broker ceases or suspends its business operations or voluntarily abandons the Broker relationship established by this Agreement; (ii) Broker becomes or is declared insolvent, makes an assignment for the benefit of its creditors, enters into receivership, or is adjudicated bankrupt; or (iii) Broker (or any shareholder, member, officer or key management member as solely determined by PGF) is convicted of a criminal or civil offense related to its business.

16. Effect of Termination. Upon termination of this Agreement for any reason whatsoever, PGF shall pay Broker the Commissions as provided for in Section 6 hereof only on those sales of Products made pursuant to sales contracts which PGF entered into with Customers pursuant to purchase orders submitted by Broker and/or Customer and accepted and shipped by PGF prior to the date of termination of this Agreement. For sake of clarity, the final Commission, if any, shall be paid only once PGF has received full and final payment from the Customers in accordance with the terms and conditions of sales and shall be subject to deductions for advances or Commissions repayable by Broker to PGF. The final Commission check will be held by PGF until such time as proprietary materials in Broker’s possession are returned to PGF or forwarded to the newly appointed Broker, and all responsibilities of Broker hereunder, including without limitation the resolution of all outstanding Customer Deductions in accordance with Section 5(g) hereof, have been completed. PGF shall not be liable to Broker for damages of any kind on account of the termination of this Agreement for any reason.

25. Entire Agreement. This Agreement constitutes the entire agreement between the parties, supersedes all previous agreements and may not be modified except in a writing signed by the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date hereinabove written.

PALMETTO GOURMET FOODS, INC. BROKER: GODWIN RETAIL GROUP LLC

By:			By:
	Name:	Reza Soltanzadeh		Name:	[*****]
	Title:	President/CEO		Title:	[*****]
	Date:	Feb. 28, 2023		Date:	2/22/23

SCHEDULE “A”

This Schedule “A” is made “) is made as of this____ day of February, 2023 (“Effective Date”) by and between Palmetto Gourmet Foods, Inc., a South Carolina corporation with its principal office at 4160 Columbia Hwy, Saluda, South Carolina 29138 (hereinafter “PGF”) and Godwin Retail Group, LLC, with its principal office at [*****] (hereinafter “Broker”), pursuant to the Master Broker Agreement (the “Agreement”) dated February 1st, 2023 between PGF and Broker. Capitalized terms not otherwise defined herein shall have the meanings attributed to them in the Agreement.

Broker Contact Name: Godwin Retail Group LLC

Email: [*****]

Phone: [*****]

Products: [*****]

Geographical Territory: [*****]

Authorized Class(es) of Trade: [*****]

Commission:

The Broker’s Commission shall be [*****] of total sales of Products in the Territory based on the Net Sales Price. The “Net Sales Price” shall be defined as follows:

Net Sale Price = Company’s gross sales to Wal-Mart, net of standard retailer terms and deductions (e.g. swell allowance, warehouse fees, payment terms discounts, cost or scan allowances or discounts, and display fees), but excluding fines, co-op fees, demos, shopper marketing and media spend.

Slotting allowances will not be deducted from the Net Sales Price for purposes of calculating Commissions.

Additional Terms: N/A

PALMETTO GOURMET FOODS, INC. BROKER: GODWIN RETAIL GROUP LLC

By:			By:
	Name:	Reza Soltanzadeh		Name:	[*****]
	Title:	President/CEO		Title:	[*****]
	Date:	Feb. 28, 2023		Date:	2/22/23

Exhibit 10.22

MASTER BROKER AGREEMENT

THIS MASTER BROKER AGREEMENT (this “Agreement”) is made as of this 12 day of April, 2023 (“Effective Date”) by and between Palmetto Gourmet Foods, Inc., a South Carolina corporation with its principal office at 4160 Columbia Hwy, Saluda, South Carolina 29138 (hereinafter “PGF”) and Star Brokerage LLC, a corporation with its principal office at [*****] (hereinafter “Broker”).

WHEREAS, PGF is engaged in the manufacture and distribution of certain dry food products listed in Schedule “A” attached hereto and incorporated herein by reference (the “Products”);

WHEREAS, Broker is an independent agency providing services in the food industry;

WHEREAS, the Broker wishes to accept such engagement, all pursuant to the terms and conditions set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

construed as creating a joint venture or partnership between PGF and Broker. Broker’s representatives, agents and employees shall not represent themselves or act as employees of PGF and shall not have the right or authority in any way to bind PGF to any obligation to any third party, and they shall not assume or create any obligation of any kind, express or implied, in the name of or on behalf of PGF.

establish and maintain a properly trained and fully staffed sales force adequate to cover the Territory in its entirety for the optimal sale of the Products;

submit to PGF all Orders and all inquiries with respect to the Products no later than [*****] business days from the time such Orders or inquiries are received by Broker;

comply with all laws, rules and regulations applicable to its performance pursuant to this Agreement;

assist PGF, upon request, in determining the credit standing of any [*****] Customer or in collecting any amounts owed to PGF by any Customer;

13. Securities Law Restrictions. Recipient acknowledges that: (a) the Confidential Information may contain material non-public information concerning the business of the Corporation; (b) Recipient is aware of the restrictions imposed by Canadian and U.S. federal, state and provincial securities laws, and the rules and regulations thereunder, on persons in possession of material non-public information; and (c) Recipient will not (and Recipient will instruct its representatives to not), directly or indirectly, use or allow any other person to use, any Confidential Information that, if disclosed, would constitute material non-public information relating to the Corporations in contravention of any such laws, rules or regulations.

15. Termination for Convenience. Either party may terminate this Agreement at any time for any reason or for no reason upon not less than [*****] days’ written notice to the other party.

covenants, agreements, representations, warranties and obligations contained herein, (ii) any act or failure to act by Broker or its employees and agents, in the performance of its obligations under this Agreement. PGF shall indemnify, defend and hold Broker harmless from and against all damages, claims, demands, liabilities, costs and expenses, including attorneys’ fees, which arise out of or are otherwise attributable to (i) breach by PGF of any of its promises, covenants, agreements, representations, warranties and obligations contained herein, or (ii) any act or failure to act by PGF or its employees and agents, in the performance of its obligations under this Agreement.

25. Entire Agreement. This Agreement constitutes the entire agreement between the parties, supersedes all previous agreements and may not be modified except in a writing signed by the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date hereinabove written.

PALMETTO GOURMET FOODS, INC.			BROKER: STAR BROKERAGE LLC

By:			By:
	Name:	Reza Soltanzadeh		Name:	[*****]
	Title:	President & CEO		Title:	[*****]
	Date:			Date:	04/12/2023

SCHEDULE “A”

This Schedule “A” is made ”) is made as of this _____ day of April, 2023 (“Effective Date”) by and between Palmetto Gourmet Foods, Inc., a South Carolina corporation with its principal office at 4160 Columbia Hwy, Saluda, South Carolina 29138 (hereinafter “PGF”) and Star Brokerage LLC, a corporation with its principal office at [*****] (hereinafter “Broker”), pursuant to the Master Broker Agreement (the “Agreement”) dated April _____, 2023 between PGF and Broker. Capitalized terms not otherwise defined herein shall have the meanings attributed to them in the Agreement.

Products: [*****]

Geographical Territory: [*****]

Authorized Class(es) of Trade: [*****]

Commission:

The Broker’s Commission shall be [*****] of total sales of Products in the Territory based on the Net Sales Price. The “Net Sales Price” shall be defined as follows:

Net Sale Price = gross sales, less the net sum of: cash discounts, bill back allowances, off invoice allowances, spoils and lump sum funds (including market performance funds which includes any monies paid by PGF for ads, displays or special programs)

Slotting allowances will not be deducted from the Net Sales Price for purposes of calculating Commissions.

PALMETTO GOURMET FOODS, INC.			BROKER: STAR BROKERAGE LLC

By:			By:
	Name:	Reza Soltanzadeh		Name:	[*****]
	Title:	President & CEO		Title:	[*****]
	Date:			Date:	04/12/2023

Exhibit 10.23

SERVICES AGREEMENT

PERSONAL & CONFIDENTIAL

June 1, 2023

Dr. Wolfgang W. Pasewald

[*****]

Dear Dr. Pasewald

RE: Professional Services

This letter agreement (the “Agreement”) is made as of the date first written above (“Effective Date”) between you (the “Consultant”) and Borealis Foods Inc., an entity with a principal place of business at 1540 Cornwall Rd., Suite 104, Oakville, Ontario, L6J 7W5 (the “Company”) and will confirm the terms of your arrangement for providing services to the Company.

Nature of Relationship & Services

The Consultant is being retained as an independent contractor to provide services on a fee for service basis.

This Agreement will start as of the Effective Date and will continue for a period of [*****] months, subject to the provisions for renewal and termination set out below.

The terms of this Agreement do not create an employment relationship. Accordingly, the Consultant is responsible for all applicable deductions, remittances and coverage, which may include but are not limited to income tax. The Consultant agrees to indemnify the Company for any claims, charges, taxes, penalties or demands made against it with respect to the Consultant’s deductions, remittances and liabilities.

The Consultant is prohibited from contracting on behalf of the Company without the prior written consent of the Company or from binding the Company in any respect.

Services Profile

The Consultant and the Company have mutually agreed to the services as described in the attached Services Profile – Schedule A (the “Services”). This Profile is intended to be a guideline for the agreed to deliverables and commitments under this Agreement. Changes to the Services may happen at any point in time with any significant adjustments being noted by way of a revised Schedule A for approval by both parties.

Time Commitment

It is agreed that the Consultant will work the number of hours each week as set forth in the Services Profile, or if no such numbers of hours is defined therein, then the Consultant will work an appropriate number of hours each week during the term of this Agreement to ensure that all of the deliverables are fulfilled as scheduled.

Service or Project Fee

The fee for Services will be as set forth in the Services Profile.

Unless otherwise agreed to by the parties, the Consultant is to invoice the Company on a monthly basis for all work completed during the invoiced period. Payment of all invoices will be net [*****] days. The Consultant’s rate is confidential and should not be discussed with or revealed to any other Consultants or employees of the Company under any circumstance without the express written consent of the Company.

Expenses

During the term of this Agreement, it is agreed that the Consultant will be reimbursed for certain business expenses incurred in the performance of the Services for the Company. All such expenses must be pre-approved and authorized in writing by the Company.

Company Property

In the event that the Consultant is supplied with any the Company property, the Consultant agrees to assume full responsibility for any damage or loss to the property while in their possession and agrees to replace or repair any lost or damaged property. Further, upon termination or expiration of this Agreement, the Consultant will promptly deliver to the Company any and all of the Company’s property which is in the Consultant’s possession.

Company’s Intellectual Proprietary Rights

Unless otherwise specified in writing, all Services performed under this Agreement, and all materials (including but not limited to technical ideas, concepts, works of authorship, reports and documents,) developed or prepared for the Company by Consultant during the term of this Agreement (whether or not fully completed) (such work and materials, “Intellectual Property”), are the property of the Company, and all right, title and interest therein shall vest in the Company and shall be deemed to be a work made for hire and made in the course of the Consultant Services rendered hereunder. To the extent that title to any such works may not, by operation of law, vest in the Company or such Intellectual Property may not be considered works made for hire, all right, title and interest therein are hereby irrevocably assigned to the Company. All such Intellectual Property shall belong exclusively to the Company, with the Company having the right to obtain and to hold in its own name all copyrights, registrations or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Consultant agrees to give the Company and any person designated by the Company any reasonable assistance, at the cost and expense of the Company, to perfect the rights defined herein. Consultant further waives any “moral” rights, or other rights with respect to attribution of authorship or integrity of such Intellectual Property as Consultant may have under any applicable law.

Confidentiality & Non-Compete Agreements

The Company must protect itself from unfair competition. The Consultant recognizes that he/she will have to access to confidential information of the Company and will be required to sign the Company’s standard Confidential Information, Non-Solicitation and Non-Competition Agreement, a copy of which is attached hereto as Schedule B.

Termination and Renewal

This Agreement may be terminated at any time by either party upon providing [*****] weeks’ written notice. If the Services are deemed unsatisfactory, or the Consultant is in breach any term of this Agreement, the Company may terminate this Agreement without advance notice to the Consultant. The Consultant’s performance against the agreed to deliverables will be assessed on an ongoing basis. The Company will attempt to address any issues as they arise.

The parties agree that this Agreement may be renewed or extended only by the mutual written consent of the parties.

10.

Level of Service

The Consultant warrants that the Services rendered hereunder shall be in accordance with best industry standards and delivered with the highest duty of care for professionals rendering services of this type, and shall be in accordance with the specifications set forth in the Services Profile.

11.

Indemnity

The Consultant agrees that it is exclusively responsible for the payment of all statutory obligations including but not limited income tax. The Consultant shall indemnify and save harmless the Company of and from any and all claims, charges including interest and penalties, costs, expenses and demands that may be made against the Company by any governmental authority for any statutory obligations whatsoever in connection with the services provided by the Consultant.

The Consultant shall defend, hold harmless and indemnify the Company from and against any and all claims, demands, liabilities, suits, actions, losses, damages, costs, expenses, and reasonable counsel fees arising from the Consultant’s performance or breach of its obligations, representations and warranties under this Agreement.

12.

General

If any term of this Agreement is found to be invalid or unenforceable, in whole or in part, the validity or enforceability of any other provision will not be affected.

The laws of the Province of Ontario govern the terms of this Agreement.

This Agreement is binding upon and inures to the benefit of both parties and their respective executors, administrators, successors and permitted assigns. The Consultant may not assign any of its rights under this Agreement or delegate the performance of any of its Services without the Company’s prior written consent. The Company may, without restriction, assign the whole or any part of this Agreement to any associated or affiliated company, or any other third party.

[Remainder intentionally left blank]

If, upon careful review, you are in agreement with the terms and conditions set forth herein, please sign below to acknowledge your acceptance of the terms hereof, and return an executed electronic copy for your records.

Yours sincerely,


BOREALIS FOODS INC.
By: Barthélemy Helg
Its: Chairman

ACCEPTED AND AGREED


By: Dr. Wolfgang W. Pasewald
Date:

SCHEDULE A

SERVICES PROFILE

Services Description: [*****].

Fee Arrangement: [*****]:

[*****]; and

[*****].

Number of Hours Per Week: To be agreed to in good faith by the parties.

BOREALIS FOODS INC.		WOLFGANG W. PASEWALD


By:	Barthélemy Helg	Date:
Its:	Chairman
Date:

A-1

SCHEDULE B

CONFIDENTIAL INFORMATION, NON-SOLICITATION AND

NON-COMPETITION AGREEMENT

As a condition to Dr. Wolfgang (the “Consultant”) providing services (any and all references to “providing services” shall relate to the “Services Agreement” between the Consultant and Borealis Foods Inc. (the “Company”), dated __________, 2023) and in consideration therefor and Consultant’s receipt of the compensation now and hereafter paid by the Company, Consultant hereby agrees to the following:

1. Confidential Information.

A. Company Information. Consultant agrees at all times while providing services to the Company and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the Company, any Confidential Information of the Company, except under a nondisclosure agreement duly authorized and executed by the Company. Consultant understands that “Confidential Information” means any non-public information that relates to the actual or anticipated business of the Company including without limitation customer lists, financial information, plans, forecasts, marketing and all information which by its nature is known or in good faith should be known to be confidential, as well as all work product prepared by Consultant for the benefit of the Company. Consultant further understands that Confidential Information does not include any of the foregoing items which have become publicly known and made generally available through no wrongful act of the Consultant or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof.

C. Securities Law Restrictions. Consultant acknowledges that: (a) the Confidential Information may contain material non-public information concerning the business of the Corporation; (b) Consultant is aware of the restrictions imposed by Canadian and U.S. federal, state and provincial securities laws, and the rules and regulations thereunder, on persons in possession of material non-public information; and (c) Consultant will not (and Consultant will instruct its representatives, if any, to not), directly or indirectly, use or allow any other person to use, any Confidential Information that, if disclosed, would constitute material non-public information relating to the Corporations in contravention of any such laws, rules or regulations.

2. Covenant Against Competition.

By and in consideration of the Services Agreement, and in consideration of Consultant’s exposure to the proprietary information of the Company, Consultant hereby covenants and agrees that, during the period commencing on the date hereof and ending one year following the date of termination of the Services Agreement (the “Restricted Period”), Consultant shall not anywhere in the world, directly or indirectly (i) engage in any element of the Business (defined below) or otherwise compete with the Company, (ii) render any services to any person, corporation, partnership or other entity (other than the Company or its affiliates) engaged in any element of the Business, or (iii) become interested in any such person, corporation, partnership or other entity (other than the Company or its affiliates) as a partner, shareholder, principal, agent, employee, consultant or in any other relationship or capacity; provided, however, that, notwithstanding the foregoing Consultant may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange; (B) Consultant not a controlling person of, or a member of a group which controls, such entity and (C) Consultant does not, directly or indirectly, own [*****] or more of any class of securities of such entity.

B-1

Consultant acknowledges and agrees that the principal “Business” of the Company (which expressly includes its successors and assigns) is that of a food tech company engaged in the development, manufacture and sale of noodle products, and any and all other businesses that after the date hereof, and from time to time during the term of the Services Agreement, become significant with respect to the Company’s then-overall business. In addition, Consultant acknowledges and agrees that (i) Consultant’s work for the Company has given and will continue to give Consultant access to the confidential affairs and proprietary information of the Company; (ii) the value of all goodwill resulting from the operation of the Business of the Company and its subsidiaries and other affiliates should properly belong to the Company; (iii) Consultant’s covenants and agreements in this Section 2 are necessary to preserve the value of such goodwill for the benefit of the Company; (vi) the proprietary technologies, methods and information developed by the Company offer the Company a distinct competitive advantage, and (v) the Company would not have entered into this Agreement, the Services Agreement or any other arrangements but for the covenants and agreements set forth in this Section 2.

3. Conflicting Employment or Provision of Services.

Consultant agrees that, during the term that he will be providing services to the Company, he will not engage in any activities that conflict with his obligations to the Company.

4. Non-Solicitation of Employees and Customers; Non-disparagement.

Consultant agrees that during the Restricted Period defined above, Consultant shall not, either directly or indirectly: (i) solicit, induce, recruit or encourage any of the Company’s employees or independent Consultants to leave their employment or service to the Company; (ii) hire (on Consultant’s behalf or on behalf of any other person or entity), any employee or independent Consultant who has left the employment or other service of the Company or any of its affiliates within the one year period following the termination of such employee’s or independent Consultant’s employment or other service with the Company and its affiliates; or (iii) solicit business from any person who the Consultant knew to be a customer (existing or prospective) of the Company’s or its affiliates.

B-2

During the Restricted Period, Consultant shall not, whether for its own account or for the account of any other person, firm, corporation or business organization, intentionally interfere with the Company or any of its affiliates’ relationship with, or endeavor to entice away from the Company or any of its affiliates, any person who, at any time during the term of Consultant’s Service Agreement with the Company, is or was a customer or client of the Company’s or that of any of its affiliates.

Neither the Consultant nor the Company or any of its affiliates shall publish any statement or make any statement under circumstances reasonably likely to become public that is critical of the Company or any of its affiliates, or in any way adversely affecting or otherwise maligning the business or reputation of the Company or any of its affiliates.

5. Conflict of Interest Guidelines.

Consultant agrees to diligently adhere to the Conflict of Interest Guidelines attached as Exhibit A hereto.

6. General Provisions.

A. Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the Province of Ontario, Canada. Consultant hereby expressly consents to the personal jurisdiction of the courts located in Ontario for any lawsuit filed there against the Consultant by the Company arising from or relating to this Agreement.

B. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and the Consultant relating to the subject matter herein and supersedes all prior discussions or representations between the Company and the Consultant including, but not limited to, any representations made during meeting or relocation negotiations, whether written or oral. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by an authorized officer of the Company and the Consultant. Any subsequent change or changes in his duties or compensation will not affect the validity or scope of this Agreement.

C. Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

D. Survival. The confidentiality obligations of the Consultant shall survive termination of this Agreement.

E. Successors and Assigns. This Agreement will be binding upon the Consultant’s successors and assigns and will be for the benefit of the Company, its successors, and its assigns.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has duly executed this Agreement on ________________, 2023.

___________________________________

Consultant Name: Dr. Wolfgang Pasewald

B-3

Exhibit A

CONFLICT OF INTEREST GUIDELINES

It is the policy of Borealis Foods Inc. its affiliates, successors or assigns (together, the “the Company”) to conduct its affairs in strict compliance with the letter and spirit of the law and to adhere to the highest principles of business ethics. Accordingly, all officers, employees and independent Consultants must avoid activities which are in conflict, or give the appearance of being in conflict, with these principles and with the interests of the Company. The following are potentially compromising situations which must be avoided. Any exceptions must be reported to the Company and written approval for continuation must be obtained.

1. Revealing confidential information to outsiders or misusing confidential information. Unauthorized divulging of information is a violation of this policy whether or not for personal gain and whether or not harm to the Company is intended. (The Confidential Information, and Non-Solicitation and Non-Competition Agreement elaborates on this principle and is a binding agreement.)

2. Accepting or offering substantial gifts, excessive entertainment, favors or payments which may be deemed to constitute undue influence or otherwise be improper or embarrassing to the Company.

3. Participating in civic or professional organizations that might involve divulging confidential information of the Company.

4. Investing or holding outside directorship in suppliers, customers, or competing companies, where such investment or directorship might influence in any manner a decision or course of action of the Company.

5. Unlawfully discussing prices, costs, customers, sales or markets with competing companies or their employees.

6. Making any unlawful agreement with distributors with respect to prices.

7. Engaging in any conduct which is not in the best interest of the Company.

Consultant must take every necessary action to ensure compliance with these guidelines and to bring problem areas to the attention of the Company. Violations of this conflict of interest policy may result in termination of the Services Agreement between the Company and the Consultant without warning.

Exhibit A-1

Exhibit 10.24

Broker Agreement

THIS Agreement is made and entered into as of 9/15/2023, (the “Effective Date”) by and between Palmetto Gourmet Foods, Inc., with its main business office at 4160 Columbia Highway, Saluda, SC 29138, herein referred to as the CLIENT, and Advantage Waypoint LLC d/b/a Waypoint, a Delaware limited liability company, with its business office at [*****] herein referred to as BROKER.

WHEREAS, CLIENT is a manufacturer and seller, among other things of certain merchandise or products as listed in Exhibit 1 to this Agreement, (the “Products”) and desires to secure the services of BROKER in the territory hereinafter described, to negotiate the sales of said Products in CLIENT’S name and for CLIENT’S account; and

WHEREAS, BROKER is desirous of securing the exclusive right to negotiate sales of said CLIENT’S Products in said territory.

NOW THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, CLIENT and BROKER agree to the following:

TERRITORY.

CLIENT hereby appoints BROKER, and BROKER hereby agrees to act for CLIENT, as its sole and exclusive representative for negotiations of sales of the Products to customers (“Customers”), within the geographical territory as described in Exhibit 2 to this Agreement specifically to the classes of customers listed in Exhibit 2 (the “Territory”), all subject to the terms, provisions and conditions hereof.

SALES NEGOTIATIONS.

All sales negotiations by BROKER for the account of CLIENT shall be conducted in accordance with such prices, terms and conditions as specified in writing by CLIENT.

RELATIONSHIP OF PARTIES.

BROKER and its employees are not employees of CLIENT for any purpose. BROKER is an independent contractor and nothing contained herein shall constitute employment, agency, joint venture or partnership relationship between the parties. Neither party shall act or represent itself, directly or by implication, as an agent, of the other or in any manner assume or create any obligation on behalf of, or in the name of the other. BROKER has sole control over the manner and means of performing the duties required under this Agreement, including but not limited to, hiring and managing its own employees. CLIENT does not have the right to require BROKER to do anything that may jeopardize the relationship of independent contractor between CLIENT and BROKER. Neither party has the power or authority to bind the other to any contract, obligation, express or implied, except as necessary to carry out the purposes of this Agreement or as directed by CLIENT.

THE CLIENT AGREES AS FOLLOWS:

EXCLUSIVE REPRESENTATION.

BROKER shall be the sole and exclusive representative of CLIENT for negotiating sales of the Products herein specified in the described Territory, and CLIENT will either (a) make no sales of said Products in such Territory other than those negotiated by BROKER, or (b) in the case of sales made by CLIENT in such Territory other than those negotiated by BROKER, or on sales made otherwise for shipment of CLIENT’S Products into the said Territory for resale, CLIENT will pay BROKER a commission or brokerage on the Products so sold at the rate specified in Section 5. Further, CLIENT agrees not to enter into any contract with any other sales representative in the Territory specified herein during the term of this Agreement.

COMPENSATION.

CLIENT agrees to pay BROKER without deduction or offset, a commission or brokerage of [*****] percent on each and every sale, as provided herein. The percentage rate of commission, or brokerage, to be computed on the price of the Products sold before discounts and allowances are figured, said brokerage payment to be made promptly within [*****] days after the end of the month in which the sales are made. It is CLIENT’S sole responsibility to provide prompt commission payment to BROKER and BROKER is not responsible for invoicing CLIENT for amount(s) due and owing. A delinquency charge of [*****] percent per month (but not in excess of the lawful maximum) may be added on any amount of days in arrears. CLIENT will include a brokerage statement with each payment, which details all sales that are the subject of the commission payment, and BROKER retains the right to request any additional documentation pertaining thereto. Any other services shall be compensated as agreed upon by CLIENT and BROKER in writing in Attachment 1 to this Agreement. CLIENT shall make all payments owed pursuant to this Agreement whether by check or wire payable to “Waypoint”. Check payments are to be sent to [*****]. If paying via ACH payments, please send to [*****].

Internet Sales. If CLIENT receives payments from purchasers in the Territory by means of internet purchases, CLIENT will supply to BROKER a report by purchaser’s name of all internet sales into BROKER’S Territory on a monthly basis and pay the commissions thereon to Representative in accordance with the terms of this Agreement.

Reconciliation of Account. CLIENT will maintain an accounting of BROKER’s Commissions on an on-going basis. If Commissions have been credited to BROKER’s account for Products sold and subsequently returned to CLIENT for any reasons whatsoever, or in the event that any additional allowances, discounts, price deductions or other adjustments are granted by CLIENT with respect to any Order, the BROKER’s account will reflect such adjustment. If adjustments are made with respect to any Order for which Commissions have already been paid to BROKER, the amount of Commissions earned on such Products will be reconciled at the time of such adjustment and offset against BROKER’s unpaid Commissions for the next payment period.

Overpayment of commission, bonus or flat rate fee(s) to BROKER in error, is subject to repayment no more than [*****] Calendar Days of the date of overpayment. Notice of such overpayment must be made by CLIENT to BROKER along with supporting documentation. BROKER shall have [*****] days from the receipt of written notice of overpayment in order to verify overpayment and return the amount overpaid to CLIENT. If BROKER deems that no overpayment was made by CLIENT, parties will resolve dispute by virtue of binding arbitration. Costs of arbitration shall be shared between the parties. Notwithstanding any other provisions in the Agreement, interest shall not accrue or become payable in respect to sums added to an invoice in error. The Parties acknowledge that invoices cannot be warranted as being free from errors.

ELIGIBLE BUYERS.

CLIENT shall permit BROKER, consistent with the terms of this Agreement, to negotiate sales to any and all prospective buyers of the Products throughout the entire Territory.

SHIPMENTS.

CLIENT shall ship the Products sold as agreed to between CLIENT and Customer. BROKER shall provide CLIENT reasonable notice with respect to the Customer’s preferred required shipments. CLIENT accepts full responsibility evaluating each Customer’s credit worthiness and for granting credit to buyers where appropriate.

THE BROKER AGREES AS FOLLOWS:

CLIENT’S INSTRUCTIONS.

BROKER shall carry out CLIENT’S instructions with respect to the sale of the Products specified herein.

REPORTING PURCHASE ORDERS AND NEGOTIATIONS.

BROKER shall promptly report all negotiations and purchase orders of specified Products for confirmation or approval by CLIENT, and in negotiating sales to prospective buyers within the Territory, report negotiations to CLIENT.

10.

CREDIT / CREDIT TERMS.

The final determination as to credit and credit terms shall be made only by CLIENT.

11.

CONTACT PROSPECTIVE BUYERS.

BROKER shall devote commercially reasonable time, skill, diligence and resources as reasonably necessary to fulfill its obligations hereunder and shall use commercially reasonable efforts to actively promote the sale of the Products and to provide to CLIENT relevant support services in the Territory, as agreed to by the parties. BROKER agrees to:

establish and maintain a properly trained and staffed sales force adequate to cover the Territory in its entirety for the sale of the Products;

regularly make personal calls upon the Customers to communicate the terms of and execute the promotional programs run by CLIENT from time to time, execute trade promotion activities, manage and reconcile trade funds. Consummate sales, assist with forecasting volume demands, communicate and execute promotional activities, and monitor the turnover of the Products;

submit to CLIENT all Orders and all inquiries with respect to the Products no later than two (2) business days from the time such Orders or inquiries are received by BROKER;

keep CLIENT informed of and describing and detailing at a minimum the following: (i) merchandising, advertising and other promotional programs, pricing and, to the best of Broker’s knowledge, the sales activities of CLIENT’s competitors; (ii) Customers’ use of marketing funds made available to them under any promotional programs; and (iii) any material change in BROKER’s management, ownership or personnel in charge of any Customer account;

execute and maintain complete and separate written records of material documentation relating to advertising and/or trade allowances, deduction clearances and merchandising programs for a minimum of two (2) years;

assist CLIENT, upon written request and at CLIENT’s sole cost, in reasonably assisting collecting any amounts owed to CLIENT by any Customer;

12.

COMPLIANCE WITH LAWS.

In performing this Agreement, both parties agrees to: (a) comply with all applicable local, state, provincial and federal in the geographical Territory. Without limiting the generality of the foregoing, both parties agrees to (a) comply with all applicable anti-bribery and anticorruption laws and regulations, including the United States Foreign Practices Act, (b) not offer any bribe or other facilitation payment to any public official or other person; (c) not do anything that may cause the other party to inadvertently breach any competition, anti-bribery or anti-corruption law. The breaching party must promptly notify the non-breaching party in writing of any actual or potential breach of this clause.

13.

USE OF TRADEMARKS.

BROKER acknowledges that the trademarks, service marks, trade names and logos owned and used by CLIENT in its advertising and marketing materials, on its website or otherwise (the “Marks”) are the exclusive property of CLIENT or its affiliated entities. BROKER shall not acquire any right or interest whatsoever, as a result of this Agreement, in any Marks or other intellectual property rights of CLIENT or its affiliated entities and shall have the right to use the Marks solely for the purpose of marketing the Products pursuant to this Agreement. BROKER shall not use CLIENT or its affiliated entities’ name(s) in either its own corporate name or any fictitious business name. All use of the Marks by BROKER without prior consent from the CLIENT hereunder shall inure to the benefit of CLIENT or its affiliated entities, as the case may be.

DURATION OF AGREEMENT/TERMINATION: 14. TERM / TERMINATION

Term. This Agreement shall commence on the Effective Date specified above and shall continue for an indefinite term until terminated by either party as provided in this Section.

Termination Without Cause.

Subject to the payment and obligation of the Termination Fee set forth below, this Agreement shall terminate “without cause” upon either party providing the other with sixty (60) days’ prior written notice of the desire to terminate the Agreement, in which case the Agreement shall terminate upon the expiration of said sixty (60) day period. Upon receipt of notice of termination by either party, BROKER shall continue to perform its responsibilities as identified herein, from the date of notice up to the date of termination (the “Notice Period”).

Upon any such termination without cause, CLIENT shall pay commissions earned during the Notice Period for the services provided by BROKER, in accordance with Section 5 of this Agreement.

Termination for Cause.

CLIENT shall have the right to terminate this Agreement upon ten (10) days’ prior notice with cause, upon the occurrence of any of the following:

BROKER commits any material breach under this Agreement and fails to cure such breach within ten (10) business days after receiving notice of such breach from CLIENT.

BROKER becomes insolvent, ceases to function as a going concern or to conduct its operations in the normal course of business, files or has filed against it a petition in bankruptcy, makes an assignment for the benefit of creditors or a proposal under the United States Bankruptcy Courts, has a receiver or trustee appointed for the benefit of creditors, or has a receiver or trustee appointed for any material part of its properties.

BROKER shall have the right to terminate this Agreement upon ten (10) days prior notice with cause, upon the occurrence of any of the following:

CLIENT commits any material breach under this Agreement and fails to cure such breach within ten (10) business days after receiving notice of such breach from BROKER.

CLIENT becomes insolvent, ceases to function as a going concern or to conduct its operations in the normal course of business, files or has filed against it, a petition in bankruptcy, makes an assignment for the benefit of creditors or a proposal under the United States Bankruptcy Courts, has a receiver or trustee appointed for the benefit of creditors, or has a receiver or trustee appointed for any material part of its properties.

The level of CLIENT’S net sales decrease by ten (10) percent based

on CLIENT’S loss of market share due to reduced brand supports.

CLIENT acquires a new business or business line in conflict with existing client(s) of BROKER, which conflict(s) cannot be resolved by the parties in good faith with thirty (30) days of notice of a potential conflict.

Any termination of this Agreement shall not release CLIENT from the obligation to pay any amount that may then be owing to BROKER. In the event of termination of this Agreement, all obligations owed by CLIENT to BROKER shall become immediately due and payable on the effective date of termination, whether otherwise due or not, without notice of any kind. In the event BROKER is required to commence a collection action to recover undisputed monies owed to it pursuant to this Agreement, BROKER shall be entitled to reasonable attorneys’ fees and legal expenses incurred by it in connection therewith.

In the event of termination of this Agreement, BROKER shall be relieved from any obligation to provide further services hereunder. The continuing provision of services to CLIENT, or any other act after termination of this Agreement, shall not be construed as a renewal of this Agreement for any further term or as a waiver of such termination.

OTHER TERMS AND CONDITIONS:

14.

EXCLUSIVITY BY BROKER IN THE TERRITORY; COMPETING BRANDS.

BROKER represents [*****] (i.e. vending machines and similar manners of distribution). Broker will notify Client before entering into any new contract to represent the products of another manufacturer that directly conflict with Client’s Products in the assigned Territory. Upon such notification, both parties shall make commercially reasonable efforts to reach an agreement on a method for Broker to represent the products involved, and Broker agrees it will not compromise Client performance standards. The foregoing obligation shall not apply to (i) any of Broker’s parent or affiliate companies, (ii) any representations existing prior to the effective date of this Agreement; or (iii) to any internal product innovations or acquisitions by any of Broker’s clients occurring after the effective date of this Agreement (provided, that Broker will inform Client of such product innovation or acquisition as soon as commercially practicable, taking into account Broker’s confidentiality obligations to such other client(s)).

15.

CONFIDENTIALITY.

Each of the parties and their Representatives agree to safeguard and keep in strict confidence and trust, and not at any time divulge to any third party, or use except in pursuance of this Agreement, any confidential information that is disclosed to them or by its very nature would be considered confidential, including, without limitation, know-how, trade secrets, inventions and product designs, future, proposed or unannounced products, contracts, client lists, employee/contractor lists, financial and pricing information, sales and marketing plans and business information. Confidential information shall not include any information that: (i) is available in the public domain, not as a result of the violation of any undertakings herein, (ii) is available to either party on a non-confidential basis prior to disclosure of it to the other party, (iii) hereafter becomes available from a third party, provided that such source in so acting is not to either party’s knowledge violating any duty or agreement of confidentiality, (iv) is independently developed by a party, or (v) is required to be disclosed by operation of law. The obligations of this provision shall survive for a period of two (2) years following the expiration or earlier termination of this Agreement, except that with respect to confidential information that qualifies as trade secret information under applicable laws, the obligations shall continue for as long as such trade secret information qualifies as such.

In accordance with the above, BROKER acknowledges that: (a) the CLIENT’S Confidential Information may contain material non-public information concerning the business of the CLIENT; (b) BROKER is aware of the restrictions imposed by Canadian and U.S. federal, state and provincial securities laws, and the rules and regulations thereunder, on persons in possession of material non-public information; and (c) BROKER will not (and will instruct its representatives to not), directly or indirectly, use or allow any other person to use, any CLIENT Confidential Information that, if disclosed, would constitute material non-public information relating to the CLIENT in contravention of any such laws, rules or regulations.

16.

INDEMNITY.

Each party shall hold harmless and indemnify the other party, its directors, officers, employees, agents and other representatives (collectively “Representatives”), from and against any and all claims, demands, actions, proceedings and costs (including reasonable attorney’s fees) (“Losses”) in any way resulting from and/or arising out its negligence or willful misconduct. Furthermore, CLIENT shall hold harmless and indemnify BROKER and its Representatives from and against any and all Losses in any way resulting from and/or arising out of products, point of sale materials and/or other product related materials and/or goods supplied in connection with this Agreement, including but not limited to, any defect in merchandise, or the purpose or use of any product manufactured, produced, or distributed by CLIENT. Nothing in this Section relieves either party from liability for its own act, omission or negligence.

Upon the assertion of any claim or the commencement of any suit or proceeding against an indemnitee by any third party, the indemnitee shall promptly notify the indemnitor of the existence of such claim and shall give the indemnitor a reasonable opportunity to defend and/or settle the claim at its own expense and with counsel of its own selection.

17.

INSURANCE.

CLIENT shall, at its own expense, obtain and maintain throughout the term of this Agreement and for [*****] years following expiration or earlier termination of this Agreement, Commercial General Liability insurance on an occurrence coverage form, including but not limited to coverage for Products Liability and Personal & Advertising Injury providing protection in the amount of [*****] per occurrence and annual aggregate against any claims, suits, losses or damages arising as a result of this Agreement. The aforementioned insurance limits shall be referenced on an ACORD form certificate of insurance or its equivalent.

CLIENT’S Commercial General Liability and Products Liability must (1) be endorsed to specifically name BROKER as an additional insured; (2) clearly identify that each is Primary and Non-Contributory with any coverage maintained by BROKER; (3) provide that the policy cannot be changed, modified or canceled without thirty (30) days prior written notice to BROKER (any language to the contrary on any ACORD form certificate or its equivalent shall be of no force or effect), and (4) include Severability of Interests (no Cross-Suits exclusions), Contractual Liability Coverage and Defense Outside the Limits of Liability.

18.

LIMITATION OF LIABILITY.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES INCURRED BY THE OTHER PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING NEGLIGENCE CLAIMS, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING NEGLIGENCE CLAIMS, EXCEED THE AMOUNT PAID BY CLIENT HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO (A) AMOUNTS PAYABLE BY A PARTY TO A THIRD-PARTY IN CONNECTION WITH SUCH PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 17 (INDEMNITY), (B) CLAIMS ARISING UNDER SECTION 13, (USE OF TRADEMARKS) SECTION 16 (CONFIDENTIALITY), OR (C) ANY LIABILITY UNDER ANY APPLICABLE LAW WHICH, UNDER SUCH LAW, CANNOT BE EXCLUDED OR LIMITED.

19.

ATTORNEY’S FEES AND LITIGATION COSTS.

The parties agree that the prevailing party in any dispute dealing with the terms of this Agreement, including but not limited to, the payment of any monies allegedly due under this Agreement, shall be entitled to attorneys’ fees and all other costs in addition to all other relief granted.

20.

NON-SOLICITATION.

In further consideration for the services to be provided by BROKER hereunder, CLIENT agrees that during the term of this Agreement and for [*****] months thereafter, it will not directly solicit for employment any person employed by BROKER or acting as a representative or independent contractor for BROKER. The parties agree that in the event there is a breach of this Section, damages would be difficult to estimate and thus the following is a reasonable estimate of such damages. If there is a breach of this non-solicitation provision and CLIENT employs any BROKER employee, representative or independent contractor, CLIENT shall pay a recruitment fee in the way of [*****] percent ([*****]%) of the individuals’ annualized compensation, including bonuses and commissions, to BROKER. Notwithstanding the foregoing, general solicitation such as through a newspaper, website or trade journal, and any hiring related thereto shall not be prohibited.

21.

GOVERNING LAW.

This Agreement shall be interpreted in accordance with the substantive laws of the State of New York, without regard to its conflict of laws rules. Each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York.

22.

DISPUTE RESOLUTION.

Negotiations. The parties agree that they will attempt in good faith to resolve any controversy, claim, dispute or question between them arising out of or relating to this Agreement, including the construction or application of this Agreement, promptly by negotiations between the parties. If a controversy or claim should arise, representatives of the parties will meet at least once and will attempt to resolve the matter. Either of these representatives may request the other to meet within fourteen (14) days at a mutually agreed time and place.

Waiver of Jury Trial. To the fullest extent permitted by applicable law, the parties hereby irrevocably and expressly waive all right to a trial by jury in any action, proceeding, or claim arising out of or relating to (i) this Agreement or (ii) the actions or omission of either party in negotiating, performing or enforcing this Agreement. If the foregoing waiver is unenforceable, the parties agree that any such action, proceeding or claim shall be heard by a referee appointed by the court in New York and that the fees and expenses of such referee shall be paid equally by CLIENT and BROKER.

23.

ASSIGNMENT.

This Agreement shall be binding upon and insure to the benefit of the parties hereto and their respective successors in interest, if any, and assigns, if any, provided however, this Agreement shall not be assigned or transferred by any party without the non-assigning party’s written consent. Notwithstanding the foregoing, either party may assign this Agreement to an affiliated entity or pursuant to a merger, acquisition or other substantial change of control event.

24.

FORCE MAJEURE.

Either party shall not be deemed in breach hereof on account of any delay in performance of any obligation under this Agreement caused in whole or in party by, or otherwise materially related to, the occurrence of a force majeure event, including but not limited to: war of hostility; failure or delay in land, water or air transportation; act of any government or agency, subdivision or branch thereof; or fire, explosion, flood, storm, or other acts of God. Either party shall promptly and timely notify the other of the existence of any force majeure event, the expected delays, and the estimated effect upon its performance hereunder.

25.

PUBLIC RELATIONS.

The parties shall reasonably cooperate with each other on marketing initiatives including but not limited to press releases, quotes and testimonials; provided, however, that a party shall have final approval on any materials that mention its name or include company-specific information.

26.

AMBIGUITIES.

Each party has participated fully in the review and revision of this Agreement and has been given the full opportunity to consult with counsel of their choice. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply interpreting this Agreement.

27.

NOTICE.

All notices and other communications between the parties which must or may be given pursuant to this Agreement will be deemed to have been sufficiently given when delivered by personal service or sent by recognized overnight courier service or written telecommunication to the addressee party at the following addresses:

	If to Client, to:	Attention: Reza Soltanzadeh, President
		Palmetto Gourmet Foods, Inc.
		4160 Columbia Highway
		Saluda, SC 29138

	With a copy to:	Legal Department

	If to Broker, to:	Attention: Legal Dept.
		Advantage Waypoint LLC d/b/a Waypoint
		[*****]
		[*****]

	With a copy to:	Contract Department
		Waypoint
		[*****]
		[*****]

28.

ENTIRE AGREEMENT.

This Agreement and the Exhibits and Attachments attached hereto constitute the entire Agreement between the parties and pertaining to the subject matter hereof and supersedes and replaces any and all prior agreements. This Agreement may not be amended except in writing executed by authorized representatives of both parties.

29.

SURVIVAL.

Section 5 of the Agreement will survive the termination of this Agreement until all compensation obligations have been satisfied in full. Sections 13 through 30, inclusive, will survive the termination of this Agreement for an indefinite period unless an earlier period is specified in the applicable Section.

30.

SEVERABILITY.

In the event that any provision of this Agreement shall be illegal or otherwise unenforceable, such provision may be severed, and the balance of the Agreement shall continue in full force and effect.

31.

ELECTRONIC SIGNATURE.

Each person executing this Agreement certifies that (i) he/she has the authority to execute this Agreement on behalf of his/her respective company and (ii) no further corporate action, authorization or approval is required by any officer for him/her to legally bind his/her respective company to this Agreement. The parties agree that the use of an electronic signature (the “E-Signature”) to this Agreement is the legal equivalent of a manual signature and constitutes an acceptance of the validity of this Agreement as if actually signed in writing and is a consent to be legally bound by the terms and conditions of this of this Agreement. Each party also agrees that no certification authority or other third-party verification is necessary to validate the E-Signature and that lack of such certification or third-party verification will not in any way affect the enforceability of the E-Signature.

[SIGNATURE PAGE TO FOLLOW]

EXHIBITS AND ATTACHMENTS:

Exhibit 1 - Products

Exhibit 2 - Territory/ Classes of Trade

Attachment 1 - Other Services / Compensation

EXHIBIT 1

Products

[*****]

A-1

EXHIBIT 2

Territory/ Classes of Trade

Classes of Trade include the following territories: :

[*****]

[*****].

B-1

ATTACHMENT 1

Other Services/ Compensation

[*****]

Attachment-1

Exhibit 10.25

CONTRACT MANUFACTURING SERVICES AGREEMENT

THIS CONTRACT MANULACTURIN SERVICES AGREEMENT (this “Agreement”) is entered into as of this _______________ 2019 (the “Effective Date”) by and between Palmetto Gourmet Foods, Inc. a corporation with a principal place of business at 782 Columbia Hwy, Saluda, SC 29138 (“PGF”), and Rap Snacks, Inc., an entity with a with a principal place of business at [*****], or an entity owned by [*****] (the “Customer”).

WHEREAS, PGF is in the business of manufacturing, marketing, distributing, and selling ramen noodles products and similar products, including private label brands, third-party brands, and PGF’s own brands: and

WHEREAS, Customer wishes to engage PGF for the purpose of manufacturing and packaging the products set forth on the product list attached hereto as Schedule A (the “Products”) for the benefit of Customer, pursuant to the terms hereof;

NOW, THEREFORE, in consideration of the premises and of the mutual promises and covenants hereinafter set forth, the parties hereto agree as follows:

1. MANUFACTURE AND PACKAGING OF PRODUCTS

1.1 Product Specifications. PGF operates a facility at 782 Columbia Hwy, Saluda, SC 29138 that manufactures, processes, packs, or holds food for consumption (the “Facility”). PGF shall manufacture and package the Products (a) at the Facility in the quantities and varieties ordered by Customer and agreed to by PGF and (b) strictly in accordance with certain formulas, good manufacturing processes, Product and packaging specifications and finished Product standards as provided by Customer to PGF prior to the date hereof in writing and/or electronically (collectively, the “Specifications”).

1.2 Changes to Specifications. Upon [*****] days prior written notice to PGF, Customer may request a change or modification to the Specifications, subject to acceptance by PGF, as well as its verification of manufacturing feasibility and revision of prices, if applicable.

1.3 Minimum Volumes. Subject to the requirements set forth in Section 3.1, this Agreement shall not obligate Customer to purchase any minimum volume of Product from PGF.

1.4 Materials. PGF will purchase all raw materials, ingredients. packaging supplies and/or other components (collectively, “Materials”) directly from its own suppliers. All packaging materials, labeling, label designs, artwork and graphics used by PGF in producing the Products and/or their packaging shall be provided by and approved in advance by Customer in writing. Customer may request changes to the packaging and graphics, subject to acceptance by PGF as well as its verification of commercial feasibility and revision of prices, if applicable.

1.5 Equipment and Personnel. PGF shall furnish, at its own costs and expense, all equipment required for manufacturing and packaging the Products in accordance with the Specifications and any and all applicable laws, rules and regulations. PGF shall employ a sufficient number of suitably trained and qualified management, production, engineering and technical personnel for the purposes of manufacturing, processing and packaging Products and shall allocate sufficient resources for the purposes of fulfilling its obligations to Customer under this Agreement.

1.6 Kosher, Organic or other Certification. If Products to be manufactured by PGF are to be kosher, organic, or in some way otherwise certified, then, at PGF’s cost, PGF shall obtain such certifications from a certifying agency and provide proof of certification annually to Customer.

2. PRICING AND PAYMENT

2.1 Pricing. As full compensation for the Products delivered under this Agreement, Customer shall pay to PGF the prices for Products as set forth on Schedule A attached hereto, which may be revised from time to time as provided therein. All references to pricing, cost and fees hereunder shall be in U.S. Dollars.

2.2 Price Adjustments. Prices may be reasonably adjusted by PGF in the event of fluctuations in the price actually paid by PGF for the Materials. Notwithstanding the foregoing, PGF must provide Customer [*****] days’ written notice prior to increasing any Product pricing.

2.3 Delivery; Title. Customer will work with PGF to arrange the transportation of any Products from the Facility to Customer’s designated locations, the cost of which shall be borne by Customer. Delivery of Product shall be Ex-Works (“EXW”)/Customer Pick Up (“CPU”) PGF’s Facility or the Warehouse, as the case may be. Risk of loss or destruction shall be with PGF until Product is picked up by Customer’s carrier, and thereafter, title and risk of loss shall pass to Customer.

2.4 Invoices and Payments. PGF shall invoice Customer upon shipment of the Products to the Customer. All payments by Customer shall be via Electronic Funds Transfer (“EFT”), net [*****] days from the date of invoice. Should Customer fail to make payment within [*****] days after date of invoice, PGF may, at its option, (i) cease all Customer-specific production; and/or (ii) cease all shipments to Customer immediately; and/or (iii) make some or all future shipments C.O.D. Any fees or other amounts due hereunder that are not paid on or before their due date will accrue interest at [*****]% per month ([*****]% per annum), or the maximum permitted by law, whichever is less, calculated from the due date until paid. Notwithstanding the foregoing, all shipments shall be subject to Customer’s credit limit as set forth in Schedule A. Consequently, once Customer has reached its credit limit, no Purchase Order (as defined below) will be accepted by PGF until Customer pays its open invoices and brings its accounts within the credit limit.

3. FORECASTS PURCHASE COMMITMMENTS AND PROCEDURES

3.1 PGF will pay for the printing plates required for the conversion of raw film to finished packaging for Products, will contract for the supply of film packaging for the Products as provided in the Specifications, and will order and purchase such film packaging in quantities necessary to meet Customer’s production requirements for the Products. PGF will amortize the cost of printing plates over the term of the Agreement. Raw materials and packaging component materials required for the performance of this Agreement shall be purchased by PGF to the stated Specifications.

3.2 Upon signature of this Agreement and thereafter within [*****] days of the beginning of each calendar year, Customer will provide PGF with a good faith, non-binding, written [*****] forecast, which shall estimate the aggregate amount of Products that Customer expects to order during such year, specifying the quantity of Product by shelf keeping units (“SKU”) and other relevant information in the form attached hereto as Schedule “B”. Furthermore, within [*****] days of the start of each calendar month„ Customer will update the Product forecast for the following [*****] months (each, a “Rolling Forecast”) in the form attached as Schedule “C”. Customer shall be bound by the [*****] months of the Rolling Forecast (the “Purchase Commitment”). For each Product listed in a Purchase Commitment period, Customer agrees to order the minimum volume of shelf keeping units (“SKU”) set forth in Schedule “A”. Customer understands and agrees that PGF shall only make purchase commitments to its own suppliers based on the Customer’s Purchase Commitment. Based on Customer’s Rolling Forecast, Materials will be ordered automatically via PGF’s Enterprise Resource Planning (“ERP”) system. Customer will only be responsible for specific Materials that can only be used for Customer’s Products (such as labels, packaging and Customer-specific ingredients not used elsewhere). Quantities ordered will depend on the Rolling Forecast volume, Materials already on hand, and Material settings within the ERP system (Material lead time and Material economic order quantity). Customer agrees to purchase all Products in the Purchase Commitment, and assumes financial responsibility for the Materials purchased which can only and specifically be used for Customer’s Products as described above.

3.3 Purchase Orders. Customer will order Products consistent with the Rolling Forecast, and the purchase Commitments, by issuing purchase orders to PGF (hereinafter “Purchase Orders”). For each Product listed in a Purchase Order, Customer agrees to order the minimum volume of SKUs set forth in Schedule “A”. No Purchase Order shall be binding upon PGF unless and until it is accepted by PGF in writing. If PGF is unable to meet the delivery schedule set forth in a proposed Purchase Order or finds the same to be unacceptable for some other reason, PGF and Customer shall negotiate in good faith to resolve the disputed matter(s). Once a Purchase Order is accepted, PGF will not accept any cancellation.

3.4 Purchase Order Timing. Customer shall issue PGF firm Purchase Orders at least [*****] working days prior to the required pick up date.

3.5 Purchase Order Contents. Each Purchase Order shall contain, at a minimum, the following information:

(i) The Products requested;

(ii) The volume for each Product requested;

(iii) The requested delivery schedule; and

(iv) Reference to this Agreement.

3.6 Palletization. PGF shall palletize the Products on Chep Mark 55 block pallets (“Chep Pallets”) for shipment to Customer, in accordance with the highest industry standards of practice and care. PGF shall order Chep Pallets and pay the issue fees and daily rental fees in accordance with its agreement with Commonwealth Handling Equipment Pool, Inc. (“CHEP”). At the time of shipment, PGF will notify CHEP of the transfer of Chep Pallets to Customer and the bill of lading shall clearly state the quantity of Chep Pallets shipped. From and after the time of shipping, Customer will be responsible for the daily rental fee with respect to the Chep Pallets.

4. OVERSIGHT AND INSPECTIONS

4.1 Inspections. With [*****] days’ notice, PGF shall permit Customer’s employees or representatives to have reasonable access to (i) those portions of the Facility where Products are manufactured, during such time as the Customer’s Products are being manufactured; and (ii) all locations where the Products are stored; provided, that, such examination will be conducted during PGF’s normal business hours and in such a manner as to reasonably minimize disruption to PGF’s business, in accordance with PGF factory visit policies.

4.2 Regulatory Matters. PGF shall obtain all regulatory and/or governmental permits necessary to manufacture the Products hereunder and shall bear the responsibility for filing any reports relating to manufacture, packaging and shipment of the Products as required by applicable government authorities. Customer shall bear the responsibility for filing any reports required by governmental authorities relating to recipes owned by Customer or labeling of Products.

4.3 Recall Procedure. PGF shall have a system in place to enable it to trace promptly the entire history of a particular lot of Product, from PGF’s Materials supplier to delivery to Customer. Should PGF need to undertake a recall. either voluntarily or pursuant to government or regulatory agency requirement related to the sourced Materials or the services of PFG, Customer shall provide reasonable assistance to PGF to coordinate such recall. Alternatively, if a recall is at the request of Customer, or necessitated by an act or omission of Customer, PGF will provide reasonable assistance to Customer, at Customer’s cost.

4.4 Rejection of Products. Customer may reject any Product that, when inspected or thereafter opened for use by Customer, a subsequent purchaser or consumer on or before the “Best Before” date: (1) fails in any way to conform to the Specifications or (ii) fails to meet any other representations and warranties of this Agreement with respect thereto (each, a “Non-Conforming Product”). PGF agrees to take back any Non-Conforming Product rejected by Customer and, at its sole discretion, to (i) correct any defects therein within a reasonable time after tender or (ii) destroy such Non-Conforming Products and replace them at PGF’s own expense. PGF shall bear any incremental costs associated with the rejection of Non-Conforming Product. Alternatively, PGF may choose to reimburse or credit Customer for the invoiced cost of any Non-Conforming Products previously paid for by Customer that have neither been corrected nor replaced by PGF.

5. REPRESENTATIONS AND WARRANTIES

PGF represents and warrants to Customer as follows:

5.1 Product Guarantee. At the time of shipment or other delivery, the Products are guaranteed to be: (a) high quality products in conformity with the Specifications and with any samples approved by Customer; (b) manufactured and packaged in accordance with good manufacturing practices under strict sanitary conditions; (c) in compliance with all applicable federal. state and local laws and regulations; (d) meet or exceed industry standards; (e) be free from defects; (f) be fit for their intended purposes; and (h) Customer accepts no responsibility or liability for the noncompliance of PGF with any applicable laws and regulations.

5.2 No Liens. All Product supplied hereunder will be sold to Customer free of any and all liens, security interests, claims, charges and encumbrances of any kind.

5.3 Labor Relations. PGF is in compliance with all currently applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination, disability rights or benefits, equal opportunity, employee benefits, and occupational safety and health requirements. PGF is not engaged in any unfair labor practice (within the meaning of the National Labor Relations Act).

6. CONFIDENTIALITY AND PROPRIETARY RIGHTS

6.1 Confidentiality. Each party may from time to time, directly or indirectly, have access to or receive information (“Receiving Party”), including the Specifications; other plans, drawings, recipes, formulas, patterns, designs, samples, processes, and other technical information; the financial terms of this Agreement, forecasts, and internal financial data; and any other information which the other party (“Disclosing Party”) may deem to be confidential or proprietary (“Confidential Information”). The Receiving Party shall keep all Confidential Information strictly confidential and shall not disclose it or allow access to any person that is not a party or use it for any purpose other than strictly in connection with the performance of this Agreement. The Receiving Party may disclose or allow access to Confidential Information to its employees and representatives only on a need-to-know basis after advising them of the confidentiality of the same and their obligation to abide herewith, and the Receiving Party shall remain liable for any breach hereof by any the same. The Receiving Party shall maintain security measures and procedures no less stringent than those it uses in relation to its own confidential information, which it warrants as providing comprehensive protection against unauthorized use or disclosure. Confidential Information shall remain the property of the Disclosing Party (subject to any superior rights of third parties). Notwithstanding the foregoing, “Confidential Information” shall not include any information which the Receiving Party can demonstrate by written record (i) was previously known to or is subsequently developed by employees of the Receiving Party independently of the Confidential Information; (ii) becomes generally available to the public through no fault of the Receiving Party or any of its affiliates or representatives; (iii) is lawfully obtained from a person or entity that is not a party and is not subject to any confidentiality obligation; or (iv) is required by court order or governmental agency, in which case the Receiving Party shall promptly notify the other party so that it may seek a protective order. Upon the expiration or termination of this Agreement or upon written request by the Disclosing Party the Receiving Party shall return or destroy, as requested, all such Confidential Information and shall provide written confirmation that it has done so.

6.2 Intellectual Property. Customer grants PGF the non-exclusive right to use any copyrights, trademarks, service marks. trade names, insignia, symbols, trade dress, designs, logos, images, graphics and similar intellectual property (whether or not registered) owned by Customer or its affiliates (collectively, “Customer Intellectual Property”) solely for the purpose of providing the Products for sale to Customer in accordance with the terms of this Agreement. PGF shall not, for any reason, except as authorized in writing by Customer, alter, deface or remove any Customer Intellectual Property, patent numbers, notices, information or legends on Products without the prior written consent of Customer. PGF hereby acknowledges the validity of Customer’s title to all Customer Intellectual Property used in connection with the packaging, labeling or marketing of Products.

7. INDEMNIFICATION AND INSURANCE

7.1 PGF Indemnification. PGF will indemnify, defend and hold Customer harmless from and against all claims, losses, damages, costs and expenses (including without limitation reasonable fees and expenses of attorneys incurred in investigation or defense) of any third-party claim or action (each a “Claim” and collectively the “Claims”) arising out of or related to (i) the negligence, gross negligence, bad faith or willful misconduct of PGF:, PGF’s breach of any representation or warranty in Section 5 above (including any Product liability Claims arising from the Products when and as delivered by PGF) or any breach of any representation, warranty, covenant or other obligation under this Agreement, except to the extent such breach is caused in whole or in part by the negligence, gross negligence, bad faith or willful misconduct of Customer or by Customer’s breach of any of its obligations hereunder.

7.2 Customer Indemnification. Customer will indemnify, defend and hold PGF harmless from and against all Damages arising out of or related to (i) the negligence, gross negligence, bad faith or willful misconduct of Customer: (ii) Customer’s breach of any representation, warranty, covenant or other obligation under this Agreement, except to the extent such breach is caused in whole or in part by the negligence, gross negligence, bad faith or willful misconduct of PGF or by PGF’s breach of any of its obligations hereunder; (iii) any Claim that any labels, packaging materials, specifications, procedures and/or Customer Intellectual Property infringe (including, without limitation, any contributory infringement) or misappropriate any patent, trademark, copyright, trade secret, privacy or publicity right or confidential information of any third party, or otherwise violate any intellectual property or proprietary right of a third party.

7.3 Notice and Defense of Claims. The indemnifying party’s obligations under this Section are conditioned upon the following: (i) upon becoming aware of a Claim, the indemnified party provides to the indemnifying party prompt written notice of the Claim; (ii) the indemnified party gives to indemnifying party sole authority and control of the defense and/or settlement of the Claim; provided, however, that the indemnifying party shall not enter into any settlement that binds the indemnified party in any way without the consent of the indemnified party, which consent shall not be unreasonably withheld, delayed, and/or conditioned; and (iii) the indemnified party, at indemnifying party’s expense, provides all reasonable information and assistance requested by the indemnifying party to handle the defense and/or settlement of the Claim. The indemnified party, at its own expense, may hire legal counsel of its choice to participate in an advisory capacity in discussions, negotiations, or proceedings of the Claim.

7.4 Insurance. PGF shall maintain, throughout the performance of its obligations under this Agreement, general liability insurance providing coverage against liability for damages which may arise out of or based upon any act or omission of PGF, with a limit of not less than [*****] per occurrence as well as umbrella liability insurance with a limit of not less than [*****].

7.5 LIMITATION OF LIBILITY. NOTWITHSTANDING THE INDEMNIFICATION CLAUSES LISTED IN THIS SECTION, NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS AND/OR REVENUES), EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

EXCEPT FOR CLAIMS BASED UPON SECTION 6 “CONFIDENTIALITY AND PROPRIETARY RIGHTS”, OR A CLAIM BASED ON VIOLATION OF EITHER PARTY’S OR A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S TOTAL LIABILITY AND THE OTHER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF ANY TYPE WHATSOEVER, ARISING OUT OF THIS AGREEMENT, SHALL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED PGF’S INSURANCE COVERAGE AS SET FORTH IN SECTION 7.4.

8. TERM

8.1 Term. This Agreement will commence on the Effective Date and continue for a period of [*****] years (the “Initial Term”); thereafter, it will automatically renew for additional [*****] year terms (each a “Renewal Term”) unless otherwise terminated pursuant to the terms hereof. The Initial Term together with any Renewal Terms shall hereinafter be referred to collectively as the “Term”. Either party may terminate this Agreement with [*****] days written notice to the other party.

9. TERMINATION

9.1 By Either Party. Either party shall have the right to immediately terminate this Agreement, without penalty and without prejudice to any other rights and remedies it may have, if the other party fails to perform any material provision of this Agreement and the failure is not corrected within [*****] days after the other party gives the defaulting party notice of the breach.

9.2 Remedies Upon Default. Termination by either party or expiration of this Agreement shall not limit or otherwise affect the remedies of the non-breaching party against the breaching party. In the event that either party is in material default under any of the terms or conditions of this Agreement or has materially breached any of its representations or warranties in this Agreement, non-breaching party shall be entitled to pursue, in addition to any remedies specifically provided herein, all further remedies then available at law or in equity.

9.3 Rights Upon Termination. Termination of this Agreement will not affect the rights of the parties which have accrued before the date of termination.

9.4 Consequences of Termination. In the event of termination of this Agreement for any reason or discontinuation of any Product by Customer, Customer agrees to purchase all finished Products and all materials specifically purchased by PGF for the Customer, based on the Forecast and any firm Purchase Order (i.e. packaging materials and special seasonings).

9.5 Further Consequences of Termination. Upon termination or expiration of this Agreement:

(a) PGF shall immediately cease producing Products;

(b) Each party shall cease using all Confidential Information and other proprietary data pertaining to the other party, and return all such Confidential Information and other proprietary data to the disclosing party. Alternatively, the disclosing party may ask the receiving party to destroy all such Confidential Information and other proprietary data, and provide certified proof of same.

9.6 Survival. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation Sections 2.4, 6, 7, 8, 10 and 11.

10. MISCELLANEOUS

10.1 Account Representatives. Customer and PGF shall each designate a person who will be primarily responsible for the administration of this Agreement (each such person being referred to as an “Account Representative”). Customer and PGF shall cause their respective Account Representatives to be available from time to time as the parties may deem necessary to confer with each other about this Agreement. In addition, the Account Representatives will be responsible for reviewing and updating the attached Schedules, as necessary. Either party may designate a new Account Representative by providing notice to the other in writing.

10.2 Assignment. Neither party will assign this Agreement or any rights under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld, except that each party may assign or transfer this Agreement, in whole or in part, (i) to any entity controlling, under common control with or controlled by such party, or (ii) pursuant to a merger, acquisition or other substantial change of control event, without the consent of the other party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors or assigns.

10.3 Notices. All notices shall be in writing and deemed given upon: (1) personal delivery; (ii) when received by the addressee if sent by a recognized overnight courier; (iii) the second business day after mailing (receipt requested). Notices shall be sent to the parties at the addresses provided above or to such other address as either party shall designate by written notice given in accordance with this Section.

10.4 Relationship. Nothing expressed or contained in this Agreement shall be deemed or construed to create any agency, employment relationship, joint venture, partnership or other relationship between the parties, or their respective employees, agents or representatives, other than that of independent contractors.

10.5 Headings. The headings in this Agreement are for convenience only, and are not to be construed as part of the Agreement and shall not limit, characterize or in any way affect the interpretation of this Agreement. If any conflict exists between the headings and the contents of a provision, the contents shall prevail.

10.6 Governing Law. This Agreement will be governed by. construed and enforced in accordance with the laws of the State of Florda, without giving effect to conflict of law principles. Each party hereto consents exclusively to jurisdiction and venue in the Federal and state courts of the State of Florida. Nothing contained herein shall preclude either party from seeking or obtaining injunctive relief or equitable or other judicial relief to enforce the provisions hereof or to preserve the status quo pending resolution of any claim or controversy hereunder.

10.7 Force Majeure. If either party is prevented from complying, either totally or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, strike, lockout or other labor trouble, riot, war, rebellion or other acts of God (each, a “Force Majeure Event”), then upon written notice to the other party, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such disability. The disabled party shall make all reasonable efforts to remove such disability within [*****] days of giving notice of such disability. If the disability continues for more than [*****] days after the cessation of the reason for such disability, the non-disabled party shall have the right to terminate this Agreement immediately upon written notice.

10.8 Severability. This Agreement shall be deemed severable, and the invalidity or non-enforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof.

10.9 Entire Agreement. This Agreement, together with its exhibits and schedules, constitutes the entire understanding of the parties and supersedes any prior agreements or understandings, written or oral, between the parties with respect to the subject matter hereof.

10.10 Amendments; Waiver. This Agreement may not be altered or amended, nor may rights hereunder be waived, except by writing executed by the party or parties to be charged with such amendment or waiver. PGF and Customer agree that no failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver, nor will any single or partial exercise thereof preclude any further exercise of any right, power or privilege.

10.11 Counterparts. This Agreement and any amendment thereto may be executed in counterparts, each of which shall be deemed an original but both of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic means shall be effective for all purposes as delivery of a manually executed original counterpart. Either party may maintain a copy of this Agreement in electronic form. The parties further agree that a copy produced from the delivered counterpart or electronic form by any reliable means shall in all respects be considered an original.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their respective authorized representatives as of the date and year first above written.

PALMETTO GOURMET FOODS, INC.			RAP SNACKS, INC.

By:			By:
Name:			Name:
Title:			Title:
Date:			Date:

Schedule A

Product List and Pricing/Warehousing Costs

Products: [*****]

Pricing: [*****].

Customer Credit Limit: [*****]

Minimum volume of SKU Commitment for each Product per Commitment Period: [*****]

Minimum volume of for each Purchase Order:
[*****]

PALMETTO GOURMET FOODS, INC.	RAP SNACKS, INC.

By:__________________________	By:__________________________
Name:________________________	Name:________________________
Title:_________________________	Title:_________________________
Date:_________________________	Date:_________________________

Schedule

[*****]

[*****]

Exhibit 10.26

NEW VENDOR SET-UP

INFORMATION

Vendor: Please complete Sections 1 - 5 below, and return to the buyer requesting it with all required documentation for account set-up and activation. This information must be returned and processed BEFORE a Purchase Order or Work Order can be issued to your company.

1.	Company Name:	Palmetto Gourmet Foods, Inc

	Company Address:	782 Columbia Highway

	City, State, Postal Code:
	Website:	www.palmettogf.com
	Sales Contact Name:	[*****]
	Sales Contact Phone:	[*****]
	Sales Contact Fax:	[*****]
	Sales Contact Email:	[*****]

2.	Payment Remittance Address:	72 Columbia Highway

	City, State, Postal Code:	Saluda, SC, 29138
	Billing Contact Name:	[*****]
	Billing Contact Phone:	[*****]
	Sales Contact Fax:	[*****]
	Billing Contact Email:	[*****]

3.	Bank Name:	TD Bank
	Bank Address:	[*****]
	City, State, Postal Code:	[*****]
	Contact Name:	[*****]
	Phone Number:	[*****]
	Account Number:	[*****]

Items Checklist: ☐ W-9 Form

☐ Resale Certificate

☐ Bank Account Information

☐ Contractor’s License #: ____________ expires ______

☐ Signed Purchase Order & Work Order Terms & Conditions attached

I certify that the information provided on this form and the attached documentation is true and correct. I further acknowledge that I have read and agree to the Purchase Order and Work Order Terms & Conditions attached herein.

5.
	Signature			Date

TO BE COMPLETED BY BUYER PRIOR TO SUBMITTAL TO ACCOUNTING OFFICE:
Vendor Type:☐ Service/Repairs ☐ Warehouse ☐ DSD
Requested Payment Terms: ____________________________________________		FOR OFFICE USE ONLY:
Statements: ☐ Weekly ☐ Monthly		Vendor ID # ___________ Appvd Terms: UPON RECEIPT Added to A/P: __________ Added to PO System: _____________
Pay off of: ☐ Invoice ☐ Statement

TERMS AND CONDITIONS OF PURCHASED PRODUCT

PAQ, Inc., dba Food4Less and Rancho San Miguel Markets

Terms and Conditions. All products or goods (“Goods”) ordered by PAQ, Inc. (“Buyer”) are furnished by Vendor only on the terms and conditions stated in this agreement or in the New Vendor Set-Up Information form as accepted by Buyer. Any terms and conditions proposed in any acceptance by Vendor which add to, vary from, or conflict with the terms and conditions stated herein are hereby objected to. Any such proposed terms shall be void and the terms herein shall constitute the complete and exclusive statement of the terms and conditions of the agreement between the parties and may hereafter be modified only by written instrument executed by both parties.

Acceptance. Vendor shall accept this Terms and Conditions of Purchased Product (these “Terms”) by (a) written acknowledgement delivered to Buyer or (b) commencement of performance by Vendor. Acceptance is limited to the terms and conditions of these Terms.

Prices. Prices for Goods ordered hereunder shall not be higher than those stated on any purchase order, or other order mechanism, unless otherwise agreed to in writing by both parties. Such prices shall include transportation, packaging, insurance, taxes (including without limitation, any sales tax, use tax or similar tax), license fees, customs fees, duties and other related charges. Vendor agrees that any price reduction made with respect to the Goods covered by any order arrangement prior to its placement will be applicable to the Goods. Vendor represents and warrants that the price for the Goods is the lowest price charged by Vendor to any of its customers for similar volumes of similar Goods. If Vendor charges any other customer a lower price, Vendor shall apply that price to all Goods under this Purchased Product. If Vendor fails to meet the lower price, Buyer at its option, may terminate this Purchased Product without liability pursuant to Section 12.

Delivery. Time is of the essence in these Terms and substitutions will not be accepted. The entire Goods must be shipped by the date requested, but it may not be shipped more than one week in advance of the time(s) specified herein without Buyer’s prior written approval. If Vendor’s shipments fail to meet the delivery schedule, Buyer, without limiting any other rights or remedies that it may have in law or in equity, may direct expedited routing of such shipments and any excess costs incurred as a result thereof will be the responsibility of Vendor and shall be debited to Vendor’s account. When more than one shipment is made against any Goods, the invoice and shipping papers accompanying the last shipment must indicate that it is the final shipment. Buyer will not be obligated to accept untimely, excess or under shipments, and such shipments in whole or in part may, at Buyer’s option be returned to Vendor, or held for disposition at Vendor’s expense and risk. Buyer shall not be liable for Vendor’s commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Buyer’s delivery schedule. Unless otherwise expressly agreed by Buyer in writing, all sales and shipments are FOB Buyer’s designated delivery location.

Inspection; Acceptance of Goods. All Goods ordered hereunder will be subject to inspection by Buyer to the extent practicable at all reasonable times and places, including the place of manufacture, and in any event, prior to acceptance. Vendor agrees to permit Buyer access to Vendor’s facilities at all reasonable times for inspection of the Goods by Buyer’s agents or employees and shall provide all facilities and assistance reasonably necessary for such inspection at no additional cost Buyer. Such Goods shall be subject to final inspection and acceptance by Buyer upon delivery to Buyer. It is expressly agreed that inspection and/or payments of invoices prior to delivery shall not constitute final acceptance. If the Goods delivered do not meet the specifications or otherwise do not conform to the requirements of these Goods, Buyer shall have the right to reject such Goods. Goods which have been delivered and rejected in whole or in part may, at Buyer’s option, be returned to Vendor or held for disposition at Vendor’s risk and expense.

Invoices and Payment. Payment for Goods furnished hereunder shall be made in accordance with the New Vendor Set-Up Information Form, unless otherwise agreed to in writing by both parties. Any discount period and net payment period shall be calculated from date of receipt of acceptable goods or acceptable invoice, whichever is received later.

Warranties. Vendor warrants that all Goods furnished hereunder shall (a) conform to applicable specifications, instructions, data and samples, shall be merchantable, of good material and workmanship and free from defects, shall be fit and sufficient for the purposes intended by Buyer and its customers and shall be free from all liens and encumbrances, and (b) with regard to food products be guaranteed, as of the date of such shipment and delivery, for food products other than meat and poultry: (i) to not be adulterated or misbranded with the meaning of the Federal Food, Drug and Cosmetic Act (the “Act”); and (ii) to not be an article which cannot be introduced into interstate commerce under the provisions of Sections 404 and 505 of the Act; for meat and poultry products only; (iii) not to be adulterated or misbranded within the meaning of the Federal Meat Inspection Act and the Poultry Products Inspection Acts; and (iv) is not an article which cannot be introduced into interstate commerce under said Acts; and for all food products; (v) to be fit for human consumption; (vi) to be in compliance with all applicable foreign and United States federal, state and local laws; and for food products imported into the United States; (vii) was produced, stored and handled in facilitates registered with the U.S. Food and Drug Administration and for which notice of importation was provided to the FDA, all as required by the Food Safety Modernization Act (“FSMA”) and the regulations from time to time promulgated thereunder; (viii) are properly labeled as to the content as required by applicable Federal Trade Commission Trade Practice Rules, the Fair Labor Standards Act, the Act, and similar laws, rules and regulations; and (ix) all weight, measures, sizes, legends or descriptions printed, stamped attached or otherwise indicated with regard to the Goods are true and correct, and conform and comply with all laws, rules, regulations, ordinances, codes and/or standards relating to said Goods of federal, state and local governments. The foregoing warranties shall be in addition to all other warranties, express, implied, or statutory. All warranties shall survive acceptance of any payment for any and all Goods ordered pursuant hereto and shall be for the benefit of Buyer and its customers. Vendor agrees to save Buyer, its customers and those for whom Buyer acts as agent in purchasing hereunder, harmless and indemnified from all claims, liability, loss, damage and expense, including reasonable attorneys’ fees, sustained from the breach of any of the guarantees or warranties hereunder.

Advertisement. Vendor shall not in any way advertise or publish the fact that it has furnished, or contracted to furnish, Buyer the Goods herein ordered without the prior written consent of Buyer. Vendor shall not disclose any details in connection with these Terms to any party except as may be otherwise provided.

Risk of Loss. Unless otherwise agreed to in writing by both parties, title to Goods and risk of loss shall pass to Buyer upon delivery of the Goods to Buyer.

Confidentiality. The contents of these Terms and all related commercial information shall be kept secret and confidential by Vendor and will not be divulged by Vendor to any third party otherwise than in connection with these Terms. Unless otherwise agreed in writing, no commercial information disclosed in any manner or at any time by Vendor to Buyer shall be deemed secret or confidential and Vendor shall have no rights against Buyer with respect thereto except such rights as any exist under any applicable patent law.

Termination Upon Default. Buyer may, subject to the provisions of this paragraph set forth below, terminate this Agreement in whole or in part in the event that Vendor fails or refuses to deliver any of the Goods purchased within the time provided, or if it becomes evident that Vendor is not producing or acquiring the Goods in accordance with specifications, or with such diligence as to permit delivery on or before the delivery date. In such event, Buyer shall have all the rights and remedies prescribed by law for Vendor’s breach, in addition to those specifically provided for herein. Acceptance by Buyer of all or any part of the Goods shall not constitute a waiver of any claims which Buyer may have for delays in delivery. In the event Buyer terminates these Terms in whole or in part as provided above, Buyer may procure, upon such terms and in such a manner as Buyer deems appropriate, Goods similar to those so terminated and Vendor shall be liable to Buyer for any excess costs for such similar goods or services. If termination hereunder is only partial, Vendor shall continue the performance of these Terms to the extent not terminated.

Compliance with Laws. Vendor agrees to fully observe and comply with all applicable federal, state and local laws, rules, regulations and Products pertaining to the sale of the Goods ordered, and upon request Vendor shall furnish Buyer certificates of compliance with such laws, rules, regulations and Products.

Indemnification. Vendor agrees to indemnify and hold Buyer, its successors and assigns, customers and users of its products, harmless against all suits at law or in equity and from all damages, claims and demands arising out of the death or injury, to any person or damage to any property alleged to have resulted from the Goods hereby ordered, and, upon the tendering of any suit or claim to Vendor, to defend the same at Vendor’s expense as to all costs, fees, including attorneys’ fees, and damages. The foregoing indemnification shall apply whether Vendor or Buyer defends such suit or claims and whether the death, injury or property damage are caused by the sole or concurrent negligence of Vendor or otherwise. Vendor shall also indemnify and hold Buyer, its successors and assigns, customers and users of its products, harmless against any cost, expenses, including attorney’s fees, losses, damages or liability incurred because of acts or alleged infringement of any patent, copyright, trade secret or trademark arising out of the use or sale by Buyer or use by Buyer’s customers of the Goods. Buyer shall notify Vendor of such claim or demand and shall permit Vendor to participate in the defense thereof at Vendor’s sole cost. If an injunction issues as a result of any such claim, Vendor agrees at its expense to either: (i) procure for Buyer the right to continue using and selling the Goods, (ii) replace them with non-infringing Goods, or (iv) at Buyer’s option refund to Buyer the amount paid. Such indemnification shall not apply where the Goods are manufactured or produced to Buyer’s Product or specifications.

Limitation on Buyer’s Liability - Statute of Limitations. In no event shall Buyer be liable for anticipated profits or for incidental or consequential damages. Buyer’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this Purchase Product or from the performance or breach thereof shall in no case exceed the price allocable to the Goods which gives rise to the claim. Buyer shall not be liable for penalties of any description. Any action resulting from any breach on the part of Buyer as to the Goods delivered hereunder must be commenced within one year after the cause of action has accrued.

Insurance. Vendor agrees to maintain in effect insurance coverage with reputable insurance companies covering workers’ compensation and employers’ liability, automobile liability, commercial general liability, including product liability and excess liability, all with such limits as are sufficient in Buyer’s reasonable judgment, to protect Vendor and Buyer from the liabilities insured against by such coverages, and, upon request of Buyer, Vendor shall promptly furnish complete certified copies of all of Supplier’s insurance policies, including all endorsements, evidencing such coverages. Vendor’s insurance described herein shall be primary and not contributory with Buyer’s insurance. Vendor shall furnish a certificate evidencing the obligation of its insurance carriers not to cancel or materially amend such policies without thirty (30) days prior written notice to Buyer. In addition, Buyer shall be named as an additional insured with respect to (i) the commercial general liability policy including products liability, using form CG 20 15 Broad Form Vendor’s Endorsement or its equivalent, (ii) the automobile liability policy, and (iii) excess/umbrella liability policies by way of following form provisions or otherwise. All policies shall provide waivers of subrogation in favor of Buyer. The obligation to provide insurance set forth in this paragraph is separate and independent of all other obligations contained in this Purchased Product.

Set off Rights. Buyer shall be entitled at all times to setoff any amount owing at any time from Vendor, or any affiliated company of Vendor, to Buyer, or any of its affiliated companies, against any amount payable any time by Buyer in connection with this Purchased Product. For purposes of this Product “affiliated companies” means any corporation, firm or association which controls, is controlled by or is under common control with Vendor or Buyer, as the case may be.

Waiver and Remedies. No waiver of any breach of these Terms shall be held to be a waiver of any other or subsequent breach. All rights and remedies afforded Buyer in these Terms shall be taken and construed as cumulative.

Assignments. These Terms may not be assigned by Vendor except by the prior written consent of Buyer. Any attempt to assign without such written consent shall be void.

Disputes and Governing Law. All disputes under any contract concerning goods ordered hereunder not otherwise resolved between Buyer and Vendor shall be resolved in a court of competent jurisdiction, in San Joaquin County, State of California, and in no other place, provided that, in Buyer’s sole discretion, such action may be heard in some other place designated by Buyer (if necessary to acquired jurisdiction over third persons), so that the dispute can be resolved in one action. Vendor hereby consents to the jurisdiction of such court and agrees to appear in any such action upon written notice thereof. No action, regardless of form, arising out of, or in any way connected with, any item furnished hereunder may be brought by Vendor more than one (1) year after the cause of action has accrued. These Terms shall be construed under and governed by the laws of the State of California.

Attorney’s Fees. If any legal proceeding is brought for the enforcement of these Terms, or because of an alleged dispute, breach, or default in connection with any of the provisions of this Agreement, the successful and prevailing party shall be entitled to recover reasonable attorney’s fees and other costs incurred in such proceeding and/or incurred in enforcing any judgment granted in such proceeding, in addition to any other relief to which it may be entitled.

Severability. If any part of the terms and conditions stated herein are held void or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remaining parts shall not be affected thereby.

Entire Agreement. These Terms (and any separate agreement or writing as authorized herein, including the New Vendor Set-Up Information Form) constitutes the entire understanding of the parties with respect to the sale and purchase of Vendor’s Goods and supersedes all prior and/or contemporaneous agreements, representations and warranties pertaining thereto. No modification or waiver of any terms or conditions hereof shall be of any force of effect unless in writing and signed by the party to be bound thereby.

Signed and Acknowledged:

Vendor _________________________

Agent __________________________

Title ____________ Date __________

INSURANCE REQUIREMENT$

OWNER:

PAQ Inc. dba Food 4 Less; dba Rancho San Miguel Markets

[*****]

We require the following:

General Liability must be at least $[*****] per occurrence/ $[*****] aggregate.

Auto Liability must be at least $[*****] CSL and cover all owned, non-owned and hired autos.

Workers Compensation Employer’s Liability must be at least $[*****] Waiver of Subrogation may be required for some contracts.

Notice of cancellation must not be less than 30 days.

WORDING AND ENDORSEMENT REQUIREMENTS FOR SUPPLIERS

PAQ Inc., dba: Food 4 Less; dba Rancho San Miguel Markets its owners, officers, agents, suppliers, subcontractors, employees; and property owner are named as Additionally Insured per the attached endorsement form CG 20 15 04 13 or equivalent. This insurance primary and non-contributory to any other insurance.

WORDING AND ENDORSEMENT REQUIREMENTS FOR SERVICE CONTRACTORS:

PAQ Inc., dba: Food 4 Less; dba Rancho San Miguel Markets its owners, officers, agents, suppliers, subcontractors, employees; and property owner are named as Additionally Insured per the attached endorsement form CG 20 10 04 13 or equivalent. This insurance primary and non-contributory to any other insurance. Waiver of Subrogation is applicable where permitted by law regarding Worker’s Compensation.

POLICY NUMBER:

COMMERCIAL GENERAL LIABILITY
CG 20 15 04 13

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED – VENDORS

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE

Name Of Additional Insured Person(s)

Or Organization(s) (Vendor)

Your Products

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Section II – Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to throughout this endorsement as vendor) shown in the Schedule, but only with respect to “bodily injury” or “property damage” arising out of “your products” shown in the Schedule which are distributed or sold in the regular course of the vendor’s business.

However:

The insurance afforded to such vendor only applies to the extent permitted by law; and

If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor.

With respect to the insurance afforded to these vendors, the following additional exclusions apply:

The insurance afforded the vendor does not apply to:

“Bodily injury” or “property damage” for which the vendor is obliged to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement.

Any express warranty unauthorized by you;

Any physical or chemical change in the product made intentionally by the vendor;

Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;

Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products;

Demonstration, installation, servicing or repair operations, except such operations performed at the vendor’s premises in connection with the sale of the product;

Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or

“Bodily injury” or “property damage” arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:

(1)

The exceptions contained in Subparagraphs d. or f.; or

(2)

Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.

This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products.

With respect to the insurance afforded to these vendors, the following is added to Section III – Limits Of Insurance:

If coverage provided to the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance:

Required by the contract or agreement; or

Available under the applicable Limits of Insurance shown in the Declarations;

whichever is less.

This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.

POLICY NUMBER: TBD

COMMERCIAL GENERAL LIABILITY
CG 20 10 04 13

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED – OWNERS, LESSEES OR

CONTRACTORS – SCHEDULED PERSON OR

ORGANIZATION

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE

Name Of Additional Insured Person(s)

Or Organization(s)

Location(s) Of Covered Operations

[*****]

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by:

Your acts or omissions; or

The acts or omissions of those acting on your behalf;

in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above.

However:

The insurance afforded to such additional insured only applies to the extent permitted by law; and

If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured.

With respect to the insurance afforded to these additional insureds, the following additional exclusions apply:

This insurance does not apply to “bodily injury” or “property damage” occurring after:

All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or

That portion of “your work” out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project.

With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance:

If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance:

Required by the contract or agreement; or

Available under the applicable Limits of Insurance shown in the Declarations;

whichever is less.

This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.

Exhibit 10.27

Product Purchase Agreement

THIS AGREEMENT (this “Agreement”) for the purchase of Product (as described below) between Palmetto Gourmet Foods, a food corporation with its principal place of business at 782 Columbia Highway Saluda, SC, 29138 (“Seller”), and The Golub Corporation, a Delaware corporation with its principal place of business at 461 Nott Street, Schenectady, New York 12308 (“Buyer”).

1. Term. This Agreement will be in effect, for a term of [*****] year(s), beginning on October 19, 2020 and continuing for [*****] months.

2. Type of Products: _noodles. Advertising allowances, discounts and incentives are set forth in the attached Exhibit A.

3. Payment. The terms of payment are [*****] . Buyer will submit purchase orders to Seller specifying quantities and costs. Product shall be deemed received by Buyer when accepted by Buyer. Products must be delivered on good quality pallets. If Products are delivered on substandard pallets, Seller will be charged a re-stack charge of $[*****] per pallet payable to Buyer’s lumping service. Seller acknowledges that Buyer will not exchange any pallets except through either the CHEP or PECO third party pallet rental programs.

The risk of loss from any casualty to the Products, regardless of the cause, shall be on Seller until the Product has been accepted by Buyer.

4. Representations and Warranties.

Seller represents and warrants:

A. that the Products supplied to Buyer shall conform in all respects to applicable federal and state laws and regulations, including, but not limited to, the U.S. Department of Agriculture, Federal Trade Commission, Consumer Product Safety Commission, Environmental Protection Agency, and state agencies governing Consumer Protection and Weights and Measures. Seller agrees to reimburse Buyer for any fines incurred as a result of its violation of any such laws or regulations.

B. that with respect to any in-store delivery and/or set-up of Product performed by Seller or on Seller’s behalf, such performance shall comply with any and all applicable laws, including without limitation, any Occupational Safety and Health Administration requirement, codes, ordinances or any of Buyer’s safety policies and procedures.

C. to provide clear and accurate ingredient information that meets all applicable regulatory requirements with regards to all Products and product components supplied to Buyer. Additionally, Seller warrants to provide Buyer with any ingredient deletion, change or addition at least 60 days prior to such deletion, change or addition.

Company Confidential

Page 1 of 10

D. for produce, corporate brands, seafood, meat, deli, bakery and food service agreements:

i. that Seller will achieve factory audit certification against one of the following Global Food Safety Initiative (GFSI) benchmarked standards or any such comparable standard that may be benchmarked against the GSFI guidance document in the future:

●

Safe Quality Food (SQF); SQF certification of at least level II working towards level III

●

British Retail consortium (BRC)

●

International Food Standard (IFS); food version 6

●

Dutch HACCP

●

FSSC 22000

●

Global Aquaculture Alliance BAP Issue 2 (GAA Seafood Processing Standard)

●

Global Red Meat Standard Version 3

●

Synergy 22000

●

CanadaGAP

●

GlobalG.A.P IFA Scheme V3

General Regulations: Version 3.1_ (all scopes)

Fruit and Vegetables: 3.0-2_

Livestock Base: 3.0-4_

Aquaculture – Version 1.02_

●

SQF 1000 Level 2

●

PrimusGFS - primary manufacturing

ii. to exercise due diligence in pursuing the above certification. Once Seller obtains the certification, Seller agrees to maintain the certification throughout the term of this Agreement and provide Buyer with copies of the original and renewal certifications immediately upon their issuance.

iii. that the information provided to Buyer in Exhibit B attached hereto is true and accurate in all material respects.

5. Damaged Product.

SELECT ONE OF THE BELOW OPTIONS TO INDICATE HOW TO HANDLE DAMAGED PRODUCT:

____x__ All warehouse product reclamation and credits for damages to the Product shall be processed through Buyer’s reclamation center in accordance with Buyer’s reclamation center’s operational procedures in place at the time. Buyer will charge Seller for all Products sent through the reclamation center (Damaged Product) in accordance with Buyer’s standard reclamation center policy in effect at the time Products are processed in the reclamation center.

______ In lieu of damages processed through the Buyer’s reclamation center, Seller will provide a Swell Allowance:

Swell Rate ______% all for items (Please include attachment if various swell rates or swell rate applicable to only certain items)

Payment Frequency: Monthly or Quarterly

Payment Method: Check or Off Invoice

______ Direct Store Delivered Product damages will be processed and charged to Seller through the Price Chopper Dex system.

______ Not applicable because this Agreement concerns produce, corporate brands, seafood, deli, meat, floral, food service or bakery products.

Company Confidential

Page 2 of 10

6. Indemnification. Seller shall defend, indemnify and hold harmless Buyer from and against any and all loss, damage or liability arising out of Buyer’s purchase of Products pursuant to this Agreement, as well as the subsequent re-sale thereof.

If Exhibit B is applicable to Seller, Seller agrees to defend, indemnify and hold harmless Buyer from and against any and all losses, claims, damages, penalties, and liability, including all out-of-pocket litigation costs, the reasonable fees and expenses of counsel and/or the costs and expenses of a recall including, without limitation, all consequential damages directly arising out of the misrepresentations or inaccuracies of any item found in Exhibit B.

7. Insurance. Seller shall maintain in full force and effect for the duration of this Agreement the types and amounts of insurance as set forth and more particularly described in Exhibit C attached hereto. Seller will supply to Buyer a current insurance certificate naming The Golub Corporation, its subsidiaries and affiliates as additional insureds.

8. Recall. If a recall of any of Seller’s Products becomes necessary, Seller shall reimburse Buyer in the amount of $[*****] per recall or, if said amount is insufficient to cover Buyer’s costs and expenses of the recall, Seller shall reimburse Buyer whatever amount is necessary to cover said costs and expenses. This amount will be deducted from any payment owing to Seller from Buyer.

9. Fines. Seller shall pay Buyer $[*****] as an administrative fee for each fine Buyer incurs as a result of a violation of any applicable weights and measures law(s).

10. Broker. Seller agrees that Broker may authorize Buyer to bill Seller for deductions, discounts and allowances owed to Buyer by Seller pursuant to this Agreement. Seller will pay Buyer the amounts authorized in writing by Broker and/or permit Buyer to deduct amounts authorized by Broker from payments owing by Buyer to Seller.

11. Confidential Information. Seller and Buyer shall keep all the terms of this Agreement confidential and shall not disclose any Confidential Information other than to their respective officers, directors, employees, affiliates or advisors with a “need to know” such Confidential Information in order for the parties to perform their respective obligations hereunder. As used herein, “Confidential Information” means 1) customer information including but not limited to name, address, telephone and e-mail addresses, 2) any financial information or data, sales data, discounts, allowances, profit and loss information, recipes, ingredient information, promotional ideas, business and marketing plans, work processes and practices and/or trade secrets, 3) any information that either party identifies as confidential at the time it discloses such information, and 4) any information about or possessed by either party that derives independent economic value from not being generally known to the public or to other persons who could obtain economic value from its disclosure or use.

12. Shelf Stock Adjustment. Any cost decreases implemented by Seller shall be applied to Buyers “floor stock.” All cost decreases are subject to floor stock protection. “Floor Stock” includes warehouse inventory, store inventory and inventory in any other locations that Price Chopper stores inventory. Floor stock protection will also cover all units in-transit. In-transit product is product that is invoiced at the old higher cost but is not posted into inventory until after the new lower cost is established. The floor stock protection will be equal to the difference between the old high cost and the new low cost times all units on hand and all in-transit units. Buyer may deduct the amounts relating to floor stock protection from the next invoice payable.

Company Confidential

Page 3 of 10

13. Termination. In the event of a breach of this Agreement by either party, the non-breaching party may terminate this Agreement by giving the breaching party written notice of the breach and the non-breaching party’s intention to terminate the Agreement. If the breach has not been cured within the period ending [*****] days after such notice, this Agreement shall terminate without further notice. Any Product delivered to Buyer after the expiration or the earlier termination of this Agreement will be subject to the terms and conditions herein, including without limitation, the payment terms.

THE FOLLOWING SECTION 14 IS APPLICABLE ONLY TO CORPORATE BRAND PRODUCTS:

14. Corporate Brands. The price of each SKU will be the price negotiated between Buyer and Seller, as outlined in Exhibit D. These prices are fixed for a period of [*****].

14. Corporate Brands. The price of each SKU will be the price negotiated between Buyer and Seller, as outlined in Exhibit D. These prices are fixed for a period of [*****].

Seller shall pay the initial quality laboratory inspection costs (if any) required before any Product can be accepted under any corporate brand label. Buyer also reserves the right to reject any Product which does not meet its quality standards as provided herein. Any Product rejected by Buyer bearing a Buyer corporate brand label may not be sold to anyone. Seller agrees to strip labels or destroy the rejected Product unless otherwise expressly agreed to in writing by Buyer.

Seller is hereby authorized by Buyer to package the stock-keeping units of the Products. Seller must maintain and store an existing inventory of these products to most a service level of at least [*****]%, provided Buyer places orders within the stipulated lead time of [*****]days. However, Seller is only authorized to maintain and store a combined inventory of product and packaging that does not exceed a [*****]-month supply.

Seller shall be responsible for procuring all needed packaging materials, including labels. All packaging materials shall conform to Buyer’s approved designed specifications. Upon receipt of Buyer’s approved design specifications and the costs thereof, Seller must obtain Buyer’s approval before it prepares any artwork or orders any plates. Buyer’s approval will not be given until after Buyer has notified Seller of the cost of the artwork, and Seller has notified Buyer of the cost of the mechanicals and plates needed to prepare any packaging materials, including labels.

Except as hereinafter provided, the cost of preparing the packaging materials shall be amortized over [*****] years and is the responsibility of Seller. At the end of the [*****] year period, ownership of all artworks, mechanicals and plates shall be Buyer’s with no further obligation. In the evens this agreement is terminated by Buyer prior to the expiration of [*****] years from the date hereof, Buyer shall reimburse Seller for the unamortized portion of the cost of the artwork, mechanicals and plates to Seller. Buyer shall only be responsible for costs which have been authorized and for which notice has been given as provided above. Notwithstanding the above, no payment shall be due hereunder if the agreement is terminated by Buyer for Seller’s breach of any of its tens or conditions.

Company Confidential

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Seller will be charged a labeling fee of $[*****] per shipment for packaging materials, including any labels, which do not conform to Buyer’s approved design specifications.

THE GOLUB CORPORATION		Palmetto Gourmet Foods (SELLER)

By:		By:	Matt Talle
	[Printed]		[Printed]

By:		By:
	[Signature]		[Signature]

By:		Date:	2020.11.19

By:	Vice President of	By:	Chief Strategy Officer

Company Confidential

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EXHIBIT A

DISCOUNTS, ADVERTISING ALLOWANCES & INCENTIVES

Effective dates: beginning: 11/19/2020 and ending 11/31/2021

This Exhibit A is incorporated in and made a part of the Product Purchase Agreement for the sale of goods between Buyer and Seller and sets forth the price (if applicable) of the goods, discounts, advertising allowances and incentives that have been agreed to by each of the parties.

[*****]

Company Confidential

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EXHIBIT B

PRICE CHOPPER PROCESS QUALITY CONTROL SPECIFICATION – FOOD PRODUCT

Company Confidential

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EXHIBIT C

INSURANCE

THE GOLUB CORPORATION

Vendor’s Insurance Requirements

All suppliers providing products for The Golub Corporation must supply a current certificate of insurance as evidence of minimum insurance coverage required by their contract with Golub. Your minimum requirements are as follows:

WORKERS’ COMPENSATION, statutory limits, including all states coverage:

Employers Liability Limits:	$[*****]	(each accident)
	$[*****]	( policy limit, disease)
	$[*****]	(each employee limit, disease)

BUSINESS AUTOMOBILE LIABILITY, including Owned, Hired, and Non-Owned Vehicles:

	Combined Single Limit:	$[*****]
	-OR-
	Bodily Injury (per person):	$[*****]
	Bodily Injury (per accident):	$[*****]
	Property Damage:	$[*****]

COMMERCIAL GENERAL LIABILITY (CGL), including Contractual Liability:

	General Aggregate (other than Products/Completed Operations):	$[*****]
	Products and Completed Operations Aggregate:	$[*****]
	Advertising and Personal Injury:	$[*****]
	Each Occurrence (Bodily Injury and Property Damage):	$[*****]
	Fire Damage Legal Liability:	$[*****]
	Medical Payments:	$[*****]

Your policies must conform to, and your certificate must state, the following:

GENERAL LIABILITY AGGREGATE LIMITS APPLY ON A ‘Designated Contract” BASIS. NO COVERAGE INCLUDED ON THE STANDARD ISO COMMERCIAL GENERAL LIABILITY POLICY AND ISO BUSINESS AUTO POLICY HAVE BEEN DELETED OR SIGNIFICANTLY MODIFIED.

COMMERCIAL EXCESS (UMBRELLA) LIABILITY

	Each Occurrence:	$[*****]
	Aggregate:	$[*****]

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Your CGL and Umbrella policies must be endorsed to include The Golub Corporation and its affiliates and subsidiaries as an ADDITIONAL INSURED. Your Umbrella policy must be as broad as your primary commercial general liability. You must attach to your certificate, ‘Additional Insured’ Endorsements as required by the contract specifications. The forms acceptable for this purpose are included herein. Further, your policies are to be endorsed as primary to any other insurance or self insurance of The Golub Corporation Broad Form Vendors endorsement must be included.

Professional Liability/Errors and Omissions: Where Applicable:

Each Claim/Annual Aggregate

$[*****]

Cyber/E-Commerce Liability: Where Applicable:

Each Claim/Annual Aggregate

$[*****]

Covering liability arising from or out of the vendor services, with limits not less than the amounts specified. The insurance shall include coverage for infringement of Intellectual Property Rights, privacy infringement, defamation, and Internet and network liability with protection against liability for system attacks; denial or loss of service; introduction, implantation, or spread of malicious software code; and unauthorized access and use.

Certificates of Insurance issued pursuant to these requirements must also indicate:

●

Name and address of Agency (Vendor’s agent)

●

Name and address of Insured (Vendor)

●

Name and address of Carrier (Insurance Company for each line of coverage)

●

All carriers must be AM Best rated A+VII and NY State admitted

●

Effective Date and Expiration Date of each policy

●

Limits of coverage and policy number for each policy

●

“The Golub Corporation and its subsidiaries and affiliates are included as additional insureds per written contract”

●

Name and address of Certificate Holder:

[*****]

●

At least [*****] days prior written notices of cancellation or material change

●

The signature of an Authorized Representative

Company Confidential

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EXHIBIT D

Corporate Brand Price List

Company Confidential

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Exhibit 10.28

MORAN FOODS, LLC D/B/A SAVE-A-LOT, LTD.

STANDARD VENDOR AGREEMENT

GOODS FOR RESALE (PRODUCTS)

DECEMBER 2018

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STANDARD VENDOR AGREEMENT - GOODS FOR RESALE (PRODUCTS)

VERSION DECEMBER 2018

SIGNATURE PAGE

The signature set forth blow acknowledges Vendor’s agreement with and acceptance of the Standard Vendor Agreement Goods for Resale (Products) Version December 2018.

Vendor (legal entity name): Palmetto Gourmet Foods, Inc.

Business Entity Type (e.g. corp., LLC, etc.): Corporation

State of Formation: South Carolina

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

Signatory Signature:

Name of Signatory/Title: Matt Talle, Chief Strategy Officer

Effective Date: February 15, 2022

MORAN FOODS, LLC

By:

Name / Title:

Date:

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STANDARD VENDOR TERMS AND CONDITIONS

1. Terms & Conditions. Commencing upon the Effective Date, this Standard Vendor Agreement Vendor Agreement apply to any and all orders (“Purchase Orders”) of goods, merchandise and incidental services (“Products”) by Moran Foods, LLC, d/b/a Save-A-Lot, Ltd., a Missouri limited liability company, and its direct and indirect parent companies, subsidiary companies, affiliates and “wholesale customers” (hereinafter, collectively referred to as “SAL”) from vendor. For purposes herein and in all Purchase Orders, “wholesale customers” shall be defined as (i) all customers that purchase Products from SAL in the ordinary course of business for purposes of resale and (ii) all customers that purchase Products from SAL in the ordinary course of business for their own use or consumption. Examples of wholesale customers shall include, but are not limited to, SAL licensed retailers, owners operating any retail outlets doing business under the “Save-A-Lot” trade name, or any corporate businesses or institutions procuring Products for their own end use and consumption.

2. Entire Agreement. This Standard Vendor Agreement (including all amendments, RFPs, Bid Award Letters, and Policies) (each, as defined herein) comprise the entire agreement between the parties with respect to the subject matter hereof (collectively, the “Terms and Conditions”). SAL’s offer to purchase is expressly subject to Vendor’s acceptance of these Terms and Conditions and any agreement to which the Terms and Conditions are attached. Vendor’s acceptance of these Terms and Conditions and any agreement to which the Terms and Conditions are attached precludes Vendor’s objection same and/or Vendor’s inclusion of any different or additional items, terms or conditions in any resulting order except as set forth in a written amendment referencing these Terms and Conditions and signed by both SAL and Vendor. By accepting a Purchase Order or by shipping Products in response to a Purchase Order, Vendor agrees that SAL is not bound by any other term or condition of Vendor in any written acknowledgment, invoice or otherwise, that is inconsistent with or in addition to the terms and conditions hereof. All sections of the Uniform Commercial Code that expressly or implicitly protect SAL and are not inconsistent with any term hereunder are hereby incorporated by reference, whether it be construed as an offer or acceptance.

3. Term. Unless terminated as permitted herein, these Terms and Conditions shall continue in effect as a valid and binding agreements by and between Vendor and SAL for a period (“Term”) commencing on the Effective Date concluding on the date that is the later of (a) [*****] years following the Effective Date and (b) [*****] year following the last date upon which SAL discontinues the purchase of Products from Vendor. Notwithstanding the foregoing, these Terms and Conditions shall automatically terminate in the event that Vendor signs an updated Terms and Conditions after the Effective Date.

4. Request for Proposals. From time to time from SAL may solicit bids from various suppliers of Products through SAL’s request for proposal(“RFP”) process. In the event any Product supplied by Vendor is selected is selected through the RFP process (a) all RFP specifications, prices and performance requirements applicable to such product (the “RFP Specifications”) are expressly incorporated by reference inti, and are an integral part of, these Terms and Conditions; (b) the RFP Specifications are expressly agreed to by SAL in writing in any bid award letter (“Bid Award Letter”).

5. SAL’s Procurement Policies. From time to time during the Term, SAL may introduce and enact procurement policies that are applicable to all of its Product vendors, including without limitation, SAL’s Appointment Policy, a copy of which is attached hereto as Exhibit A (such polices, together with any amendments thereto from time to time, each “Policy” and collectively the “Policies”. Such policies are hereby incorporated by reference into these Terms and Conditions, and Vendor agrees to comply with all such current and future Policies as the same may be amended from time to time.

6. Purchase Order; Cancellation. Vendor shall deliver the Products in full and on-time on the delivery date specified in the Purchase Order. SAL reserves the right to cancel a Purchase Order without penalty by notice to Vendor on or before the given cancellation date and at any time if the completion or delivery date is not met or if prior to such date, SAL had reason to demand adequate assurance of due performance and such assurance is not forthcoming within [*****] days after the date of SAL’s demand. If a delivery date or completion date is not specified on the Purchase Order a reasonable time will be allowed. SAL may cancel the unreceived portion of a Purchase Order at any time if delivery of the Products is not timely. If no cancellation date appears on the front of the Purchase Order, the cancellation date will be a reasonable period of time prior to the shipment of the Products.

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7. Right of Inspection. With the exception of produce Products (which SAL will have the right to inspect upon delivery) and fresh meat Products (which SAL will have the right to inspect within [*****] days of delivery), SAL will have the right to inspect any other Products and reject any nonconforming Products at any time after the delivery through and until the printed expiration date on the Product packaging or Product shipping packaging, whichever is later in the event of any discrepancy. This right of inspection, whether exercised or not, will not affect SAL’s right to revoke acceptance or pursue other remedies if defects or nonconformities are discovered at a later date, notwithstanding that any defect or nonconformity could have been discovered upon inspection. Payment by SAL will not be construed as an acceptance of Products, or as a waiver of limitation of any of SAL’s right as set forth herein. In no event will Vendor sell or distribute to third parties any Products that contain logos, trade names, trademarks or labels of SAL, even if rejected by SAL as nonconforming.

8. Representations, Warranties and Guarantees. By acceptance of the Terms and conditions, Vendor makes the following representations, warranties, guarantees and acknowledgements to SAL:

Vendor agrees to comply with all requirements of the Federal Food, Drug and Cosmetic Act, as amended, (“FDCA”) as applicable, including, but not limited to, applicable requirements of the Food Safety Modernization Act (FSMA) (P.L. 111-353).

The Products shipped, as of the date of shipment, comply with, and are not adulterated or misbranded within the meaning of, the FDCA, including, without limitation, the Food Additives Amendment as further amended and FSMA and also comply with, and are not adulterated or misbranded within the meaning of, any states’ food and drug law; do not violate 21 USC § 331(a), (b), (c), (d), (i), (k), or any other provisions of FDCA; are not articles which may not be introduced into interstate commerce, including, but not limited to articles subject to FDA emergency permit control requirements (21 USC § 344) and new human and animal drug requirements (21 USC § 355, 21 USC § 360b), the Federal Hazardous Substance Act (“FHSA”), or otherwise; if meat, poultry and egg Products comply with the Federal Meat Inspection Act, Poultry Products Inspection Act and Egg Product Inspection Act respectively; conform to all applicable Consumer Product Safety Act (“CPSA”) rules, bans, standards or regulations, and if sole in California, Proposition 65 Standards, and California Air Resources Board 93120 formaldehyde emissions; and furthermore comply with all other applicable federal, state and local laws, rules and regulations.

With respect to the Products, SAL shall not serve as the Foreign Supplier Verification Program Importer (“FSVP Importer”) as that term is defined in 21 CFR Part 1 Subpart L (the “FSVP Rule”). This provision shall not apply for shipments where (a) SAL is the sole person falling within the definition of FSVP Importer and (b) SAL has agreed in writing to be designated on the entry documentation as the FSVP Importer. Vendor shall not restructure ordinary terms of sale, transactions, or alter the ordinary course of business otherwise for the purpose of making SAL the sole person falling within the definition of FSVP Importer.

SAL shall reject any load for violations of the Sanitary Food Transportation Act (21 USC § 350e), including those subject to the Perishable Agricultural Commodities Act (7 USC § 499a et seq.) of which SAL is aware of, including failure to maintain required records. Vendor assumes responsivity for ensuring loads rejected by SAL are not sold or distributed unless a qualified individual determines the food is not unsafe consistent with 21 CFR § 1.908. Vendor must not use any vehicles or transportation equipment that do not meet sanitary specifications for such food being transported as communicated in writing to shippers, carriers, loaders or receivers as appropriate pursuant to SFTA. SAL shall not serve as shipper, carrier or loader as those terms are defined in 21 § 1.904 unless otherwise agreed to in writing.

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Vendor hereby agrees to cooperate with SAL in facilitating compliance with the FDCA, including but not limited to FSMA. SAL shall reserve the right to verify Vendor’s compliance, the compliance of Vendor’s suppliers, and Vendor’s verification of its suppliers with the FDCA through the use of audits and inspections; review of food safety records; review of inspections, investigations, reports other documents from government agencies; review of inspections and reports from third-parties, including auditors; product sampling and testing; environmental sampling and testing; and use of other reasonable means. Vendor shall retain all records required under the FDCA, including, but not limited to FSMA, for a minimum of three years. Vendor shall have the right to object to specific verification requests of SAL to the extent that information SAL is requesting its proprietary.

Each shipment or other delivery of Products is not misbranded or mislabeled under the FHSA or any other law or regulation; has been tested and approved by either the Underwriters Laboratory, Inc. or the ETL, and the National Sanitation Foundation (if applicable); will include a Certificate of Compliance for children’s products or a General Compliancy Certificate for other CPSA regulated products as required under the Consumer Product Safety Improvement Act of 2008 (“CPSIA”) will have undergone the product testing and certification required under CPSIA’s final rule, 16 CFR 1107; the Products will comply in all material respects with all applicable Federal and State product safety laws and regulations and all applicable and mandatory product safety rules, bans and standards that are enforced by the U.S. Consumer Product Safety Commission, including any failure of a Certificate of Compliance supplied by the Vendor or maintained on Vendor’s internet accessible electronic platform to comply with applicable requirements of the CPSIA §14(a); Products will, if constituting or containing an economic poison as defined in the Federal Insecticide, Fungicide, and Rodenticide Act, be registered pursuant to said Act and comply with all other provisions of such Act (7 U.S.C.A. 135- 135K); will conform to the applicable flammability standards under the Federal Flammable Fabrics Act; and meet all applicable Occupational Safety and Health Administration Standards. Vendor warrants that all electric appliances, component parts and wiring purchased shall be listed by either the Underwriters Laboratories, Inc. or the ETL in compliance with applicable electrical codes; that all merchandise purchased containing fabric which is subject to the provisions of the Federal Flammable Fabrics Act shall conform to the provisions of such act; that all merchandise purchased which is subject to the provisions of the applicable state bedding and furniture laws shall conform to the provisions of such laws; and that all textile fiber products furnished shall be properly branded and invoiced in accordance with the Textile Fiber Products Identification Act and all other Federal Statutes applicable to such products. Vendor will provide SAL copies of all Safety Data Sheets (“SDS”) for any applicable Products.

Vendor is in full compliance with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption, including but not limited to the US Foreign Corrupt Practices Act, the US Travel Act, the UK Bribery Act of 2010, and any and all similar provisions in the jurisdiction(s) in which it operates, that it has not and will not engage in any activity, practice or conduct which would constitute an offense under those requirements, and that it has in place its own policies and procedures adequate to ensure compliance with these anti-bribery and anti-corruption provisions by its officer, employees, agents and any other third party or person associated with Vendor in the performance of services or shipment of Products to SAL.

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The Products, including the packaging, advertising, labels and other materials contained on, with, or relating to the Products, do not infringe any patent, copyright, trademark, trade name or other proprietary interest of SAL or any third party and comply with the Federal Trade Commission Act and all other applicable laws, rules and regulations.

The price charged, allowances and services furnished, if any, in connection with the sale of Products to SAL are not discriminatory and were made available on proportionately equal terms to other customers of Vendor and during all shortages, pro-rates, and/or sales restrictions, SAL shall receive prompt notice and its equal and fair share of Product offered for sale by Vendor to others.

The Products and the manufacture, labeling, sale, storage, shipping, transportation and billing for the Products, comply with all provisions of applicable law and with all applicable promulgations of governmental authority, both domestic and foreign.

Vendor is the lawful owner of the Products, has good right to sell same and convey good and merchantable title, and the Products are and will be conveyed free of any and all claims, liens, security interests or other encumbrances. Vendor represents that unless it has disclosed to SAL otherwise, it is not a broker or reseller of the Products.

The Products are of merchantable quality and of good material and workmanship, are free from contamination or impurity and defects in design and title, and are fit and sufficient for purposes for which goods of that type are ordinarily used, as well as for any purposes Vendor has specified or advertised.

The Products conform in every respect to applicable specifications, instructions, drawings, data, samples and descriptions.

The representations, warranties and guarantees contained in this Section run to SAL, its customers, and its and their successors and assigns. Vendor incorporates by reference and passes on to SAL and its customers and its and their successors and assigns the benefits of all warranties and guarantees given to Vendor by persons from whom Vendor purchased any of the Products. SAL’s approval of specifications, drawings, samples and/or other descriptions furnished by Vendor does not relieve Vendor of its obligations. The representations, warranties and guarantees set forth in this Section 8 are in addition to all other express, implied or statutory warranties, are continuing in nature, survive SAL’s payment, acceptance, inspection or failure to inspect the Products.

It will in every manner of its business related to the Purchase Order obey and conform to all applicable laws, rules and regulations, both domestic and foreign.

If the Products include produce items (hereinafter “Produce Products”), then Produce Products sold to SAL by Vendor shall comply with the USDA’s “Good Arrival Guidelines”.

The Products do not infringe or misappropriate, or constitute an infringement or misappropriation of, any intellectual property rights of any third party.

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9. Non-Conforming or Unordered Products. SAL will have no obligation to accept or pay for any unordered Products or Products shipped that do not conform to, or comply with, the terms and conditions of the Purchase Order, the terms and conditions of any agreement to which the Terms and Conditions are attached, including quality specifications, trademark and label specifications, and dates of shipment and delivery, or the RFP Specifications, including, but not limited to, shelf life guarantees. If SAL takes delivery of such nonconforming order, or any part of such an order, SAL reserves the right to (a) deduct from its payment all actual or reasonable expenses, including but not limited to transportation, inspection, receipt, ticketing, re-ticketing, recall, care and custody of the Products, (b) notice to Vendor incurred as a result of such non-conformity or non-compliance, and (c) apply any additional remedy available to SAL, including those contained in Section 19(b) herein. If SAL takes delivery of any unordered or non-complying Products, SAL may, without notice to Vendor of such fact, ship the unordered or non- complying Products to Vendor at Vendor’s cost and expense. SAL will have no obligation to accept or to pay for any substituted goods or excess shipment of any Products made without SAL s prior written approval. Vendor will not backorder any Products subject to a Purchase Order without SAL’s prior written consent. Vendor must pay all shipping costs associated with a backorder. All backorders should receive the best of pricing and terms at either the time of original order or at the time of actual shipment. All terms and conditions of the Purchase Order apply to any Products on backorder.

10. Insurance. Vendor shall maintain (and shall cause each of its co-packers (if approved), agents, independent contractors and subcontractors performing any services hereunder to maintain) at all times at its sole cost and expense at least the following insurance covering its obligations under this Agreement:

Commercial General Liability including but not limited to (i) injury to person, (ii) damage to property, (iii) contractual liability coverage, (iv) personal and advertising injury liability, and (v) products liability coverage including a broad form vendor’s endorsement (additional insured-vendor), in an amount not less than $[*****] for each occurrence with no general aggregate or a general aggregate of not less than [*****], listing MORAN FOODS, LLC d/b/a SAVE-A-LOT, LTD., its wholesale customers, parent companies, affiliates and wholly-owned subsidiaries as additional insureds. Such amounts may be maintained with so-called “umbrella liability coverage” and with no general aggregate or a general aggregate of not less than [*****].

If and only if Vendor’s agents, independent contractors, subcontractors or employees will deliver Products directly to SAL’s stores, warehouses or other facilities, Vendor shall maintain or cause each of its agents, independent contractors and subcontractors performing any services hereunder to maintain Worker’s Compensation at statutory limits and Employer’s Liability at limits not less than $[*****] and Business Automobile Liability for owned, hired, and non-owned vehicles in an amount not less than $[*****] for each accident listing MORAN FOODS, LLC d/b/a SAVE-A-LOT, LTD., its wholesale customers, parent companies, affiliates and wholly-owned subsidiaries as additional insureds.

This insurance shall be issued by companies licensed to do business in the state(s) where services are rendered. Upon execution of this Agreement and PRIOR to commencement of this Agreement, Vendor shall provide SAL with a Certificate of Insurance which shall indicate all insurance coverage required by the provisions herein and that SAL will be provided with notice prior to substantial modification or cancellation of such policy(ies) in accordance with policy provisions. Notwithstanding the foregoing, Vendor shall be responsible for providing SAL with no less than thirty (30) days’ notice of any substantial change or cancellation of Vendor’s insurance. Such Certificate of Insurance shall be updated annually and shall be sent to: MORAN FOODS, LLC, Attn: Risk Management Department, [*****].

11. Taxes and Other Charges. Unless otherwise agreed in writing, the contract price includes all federal, state and local taxes, tariffs, import duties, commissions and other charges, except taxes Vendor is required by law to collect from SAL. Such taxes, if any, will be separately stated in Vendor’s invoice and will be paid by SAL unless an exemption is available. Vendor will obtain and pay for any licenses, permits, or inspections by public bodies required in connection with the manufacture, completion, or delivery of the Products.

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12. Indemnification. Vendor will protect, defend, indemnify and hold harmless SAL, its wholesale customers, parent companies, subsidiaries and affiliates, and its and their directors, officers, employees, agents, contractors, successors and assigns from and against any and all claims and actions (including those in strict liability), demands, liabilities, losses, costs and expenses (including reasonable attorney’s fees,) including, without limitation, liabilities arising from any actual or alleged injury to or death of any person, damage to any property, and any other damage or loss, by whomsoever suffered, including Vendor’s or SAL’s agents or employees, resulting or claimed to result, directly or indirectly from 1) the Products, including SAL’s purchase, use, shipment, storage, delivery, sale, offering for sale, or other handling of the Products, or 2) Vendor’s actual or alleged breach of any of the representations, warranties, guarantees or other terms and conditions contained herein, except as to 1) and 2) above, if such liability is caused by the sole negligence or willful misconduct of SAL or its employees. In addition to the foregoing, if any of the Products purchased or any part thereof is alleged or held to constitute infringement, Vendor, at its own expense, will either (i) procure for SAL, its successors, assigns, and customers the right to continue using such Products, (ii) replace the Products with non-infringing items or (iii) only if options (i) and (ii) are impracticable, refund the purchase price for the Products and pay all related expenses.

It is further agreed and affirmed that Vendor will defend, indemnify and hold harmless SAL, its wholesale customers, parent companies, subsidiaries and affiliates, and its and their directors, officers, employees, agents, contractors, successors and assigns from and against any claims made by any of Vendor’s employees, contractors or representatives working in the course and scope of their employment by Vendor or provision of services to Vendor while at any SAL location (the term “location” not being limited to any store, manufacturing plant or distribution center, but encompassing SAL and all of its parent companies, affiliates and subsidiaries and their facilities), unless such claim was the sole and proximate result of the gross negligence and/or willful misconduct of SAL.

13. Country of Origin Requirements. Vendor warrants to SAL that it complies with all federal, state and local Country of Origin labeling and related requirements, including those required by the Tariff Act (19 USC Ch. 4) as amended by the Customs Modernization Act, those contained in the Agricultural Marketing Act, as amended by the 2002 Farm Bill, and the implementing regulations (collectively, “Country of Origin Requirements”), and will provide to SAL all reasonable assistance requested by SAL and information necessary to enable SAL to comply with the Country of Origin Requirements as they apply to Vendor’s Products. In particular, Vendor will:

label or include with all Products subject to the Country of Origin Requirements (“Covered Commodities”) that are shipped to SAL all Country of Origin information that SAL is required to display or maintain with respect to the Covered Commodities;

comply with all record keeping and product segregation standards required by the Country of Origin Requirements and by SAL; and

provide to SAL at least once each year the results of an audit of the program used by Vendor to comply with the Country of Origin Requirements performed by the USDA or other third party reasonably acceptable to SAL.

14. Deliveries and Risk of Loss. For shipments of Products by common or contract carrier, but not for shipments made under SAL’s backhaul program, Vendor will ensure that the bill of lading states: “Shipping Costs Have Been Prepaid -- Carrier Will Have No Recourse Against SAL”, or words of similar effect and meaning. For shipments of Products by common or contract carrier, title and risk of loss or damage to Products shall pass to SAL upon acceptance of delivery thereof by Vendor at SAL’s destination as designated in the applicable Purchase Order.

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15. Payment Terms and Pricing.

The prices to SAL for Products shall be those included in the RFP Specifications. Subject to Section 16, all prices included in the RFP Specifications are guaranteed throughout the “Bid Award Term” contained in the Bid Award Letter specific to the Product. Vendor and SAL agree to work together to continuously identify opportunities to achieve cost reductions which can be shared by both parties and to constantly strive to identify and implement “best practice” programs.

Unless otherwise agreed by SAL and Vendor, final payment of undisputed, properly -invoiced charges specified in the purchase order shall be made (i) within [*****] days after SAL’s receipt of a correct invoice, with a two percent (1%) discount applied to the properly-invoiced charges, or (ii) within [*****] days after SAL’s receipt of a correct invoice [*****]. In applicable transactions that involve collection of tax, Vendor shall include the applicable taxes as a separate line item on the invoice to SAL. If a taxing authority determines that Vendor did not collect all applicable taxes, Vendor shall be liable for any interest, penalty, costs, fees and/or liabilities arising out of or relating to Vendor’s failure to properly invoice SAL.

16. Product Price Increase.

With respect to non-commodity products, Vendor must deliver to its SAL representative written notice of any proposed price increases: (1) for general merchandise items, a minimum of [*****] days prior to the effective date of such price increase; and (2) for food and beverage items, a minimum of [*****] days prior to such price increase. Any such price increase shall only be effective upon written consent by SAL; SAL shall not be obligated to honor any price increase for any Products for which Vendor did not deliver timely written notice or for which SAL did not provide written consent.

With respect to commodity products (for purposes hereof, “commodity products” shall mean any Product whose cost have been agreed by the parties to be based on an identified commodity index), Vendor agrees that, throughout the Teun, no price increase for such commodity products shall be the result of an increase in the overage or as a result of any change in the formula used to calculate the price of commodity products (the “Prohibited Increases”). Vendor agrees that any price increase for commodity products shall only be attributable to market prices of the commodity products. SAL shall not be obligated to honor any price increase for any commodity product determined to be a result of any Prohibited Increases.

17. Discontinued Products. In the event Vendor plans to discontinue any Product, Vendor shall provide written notice to SAL no less than [*****] days prior to Vendor’s last available shipment date for the Product. Any Purchase Order placed by SAL for any Product that Vendor failed to provide timely notice of such cancellation shall be subject to the remedies contained within Section 19.

18. Force Majeure. Neither party shall be deemed to be in default of its obligations hereunder (other than the obligation to make payments) to the extent any delay in its performance is caused by or is the result of factors beyond its reasonable control, including without limitation, fire, explosion, acts of terrorism, riot, flood, drought, stout’, earthquake, civil commotion, act of God or of a public enemy, other casualty, strike or lockout (collectively, an event of “Force Majeure”). Upon the occurrence of an event of Force Majeure that prevents Vendor from supplying any Product to SAL or otherwise perform its obligations hereunder (other than the obligation to make required payments) under the terms hereof, and without limiting SAL’s right to use alternative suppliers at any time, SAL shall have the right to purchase its requirements of such Product from any available alternative source until such time as Vendor is again able to supply such Product to SAL in the quantities required. Without limiting any rights a party may otherwise have hereunder to terminate these Terms and Conditions, if either party is unable to perform its obligations for at least [*****] consecutive days due to an event of Force Majeure, the other party may terminate these Terms and Conditions by delivery of a written notice to such affect to the other party. In the event of any such termination of obligations hereunder due to an event of Force Majeure, neither party shall be liable for any damages to the other party resulting solely from such non-delivery or termination.

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19. Remedies. Vendor’s failure to comply with any of the terms of this Agreement shall be grounds for the exercise by SAL of any one or more of the following remedies:

Cancellation of all or any part of any undelivered Purchase Order, including but not limited to the balance of any remaining installments on a multiple-shipment Purchase Order;

Rejection (or revocation of acceptance) of all or any part of any delivered shipment. Upon rejection or revocation of acceptance of any part of or all of a shipment, SAL may return the Products or hold them at Vendor risk and expense. Payment of any invoice shall not limit SAL right to reject and return or hold Products at Vendor’s expense and risk shall also extend to Products which are returned by SAL’s customers. SAL may, at its option, require Vendor to grant a full refund or credit to SAL of the price actually paid by any customer of SAL for any such item in lieu of replacement with respect to any item. SAL shall be under no duty to inspect the Products, and notice to Vendor of rejection shall be deemed given within a reasonable time if given within a reasonable time after notice of defects or deficiencies has been given to SAL by its customers. In respect of any Products rejected (or acceptance revoked) by SAL, there shall be charged to Vendor all expenses incurred by SAL in (i) unpacking, examining, repacking and storing such Products (it being agreed that in the absence of proof of a higher expense that SAL shall claim an allowance for each rejection at the rate of 10% of the price for each rejection made by SAL), (ii) lading and reshipping such Products, and (iii) any lost gross margin due to SAL’s inability to offer the rejected Product for sale. Unless SAL otherwise agrees in writing, Vendor shall not have the right to make a conforming delivery within the contract time;

Termination of all current and future business relationships;

Recovery from Vendor for any damaged sustained as a result of Vendor’s breach of default;

Recovery from Vendor of any damages sustained by SAL as a result of Vendor failure to deliver a Purchase Order in full, on-time, or compliant with the Terms and Conditions attached to the Purchase Order, including, but not limited to, damages as a result of SAL’s lost gross margin, and, damages as a result of proportional increases in freight charges due to Vendor’s failure to deliver a Purchase Order in full (or in such cases as SAL has otherwise arranged for transportation, Vendor’s failure to prepare for shipping a Purchase Order in full at the time of scheduled pick-up);

Recovery from Vendor for any penalty listed on Exhibit A as a result of Vendors breach of any or each respective policy referenced thereon; and

SAL remedies under the Uniform Commercial Code and such other remedies as are provided under applicable law.

These remedies are not exclusive and are in addition to all other remedies available to SAL at law or in equity. SAL may set off against amounts payable under any Purchase Order all present and future indebtedness of Vendor to SAL arising from this or any other transaction whether or not related hereto. Vendor agrees that any credit balance will be paid in cash to SAL upon written request.

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20. Mandatory Arbitration. Any controversy, claim or dispute of whatever nature arising between the parties arising out of or relating to any Purchase Order or these Terms and Conditions or any agreement in which they are incorporated, or the breach, termination, enforceability, scope, or validity thereof, whether such claim existed prior to or arises on or after the execution date (a “Dispute”), will be resolved by binding arbitration in St. Louis County, Missouri, or other location agreed upon by SAL. The prevailing party in any such action will be entitled to recover all terms of this Agreement or other agreement including these terms. Neither party will commence an arbitration to the other party setting forth the nature of the Dispute. The parties must attempt in good faith to resolve the Dispute through discussions between the parties’ senior management.

If the Dispute has not been resolved through senior management discussions as provided above within [*****] days after receipt of the Dispute Notice, or if a party fails to participate in those discussions, then the Dispute will be determined by binding arbitration. The arbitration will be conducted in accordance with such rules as may be agreed upon by the parties, or failing agreement within [*****] days after arbitration is demanded, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The dispute will be determined by one arbitrator, except that if the Dispute involves an amount in excess of $[*****] (exclusive of interest and costs), three arbitrators will be appointed.

Persons eligible to serve as arbitrators need not be members of the AAA, but they must have professional credentials demonstrating the ability to handle a matter of the scope and complexity of the Dispute. The arbitrator(s) will base the award on the applicable law and judicial precedent that would apply if the Dispute were decided by a United States District Court Judge and the arbitrator(s) will have no authority to render an award, which is inconsistent therewith. The award must be in writing and include the findings of fact and conclusions of law upon which it is based.

Unless the parties agree otherwise, discovery will be limited to an exchange of directly relevant documents. Depositions will not be taken except as needed in lieu of a live appearance or upon mutual agreement of the parties. The arbitrator(s) will resolve any discovery disputes. The arbitrator(s) and counsel of record will have the power of subpoena process as provided by law. The parties knowingly and voluntarily waive their rights to have any Dispute tried and adjudicated by a judge or a jury.

The arbitration will be governed by the substantive laws of the State of Missouri, without regard to conflicts-of-law rules, and by the arbitration law of the Federal Arbitration Act (Title 9, U.S. Code). Judgment upon the award rendered may be entered in any court having jurisdiction. Notwithstanding the foregoing, upon the application by either party to a court for an order confirming, modifying or vacating the award, the court will have the power to review whether, as a matter of law based on the findings of fact determined by the arbitrator(s), the award should be confirmed, modified, or vacated in order to correct any errors of law made by the arbitrator(s). In order to effectuate such judicial review limited to issues of law, the parties agree (and will stipulate to the court) that the findings of fact made by the arbitrator(s) will be final and binding on the parties and will serve as the facts to be submitted to and relied upon by the court in determining the extent to which the award should be confirmed, modified, or vacated.

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Except as otherwise required by law, the parties and the arbitrator(s) agree to keep confidential and not disclose to third parties any information or documents obtained in connection with the arbitration process, including the resolution of the Dispute. If either party fails to proceed with arbitration as provided in this Agreement, or unsuccessfully seeks to stay the arbitration, or fails to comply with the arbitration award, or is unsuccessful in vacating or modifying the award pursuant to a petition or application for judicial review, the other party will be entitled to be awarded costs, including reasonable attorney’s fees, paid or incurred in successfully compelling such arbitration or defending against the attempt to stay, vacate or modify such arbitration award and/or successfully defending or enforcing the award.

Each party hereby waives any and all rights it may have to receive exemplary or punitive damages with respect to any claim it may have against the other party, it being agreed that no party will be entitled to receive money damages in excess of its actual compensatory damages, notwithstanding any contrary provision contained in this Agreement or otherwise. Notwithstanding any contrary provisions in this Section, the parties recognize that certain business relationships could give rise to the need for one or more of the parties to seek emergency, provisional or summary relief to repossess and sell or otherwise dispose of goods, equipment and/or fixtures, to prevent the sale or transfer of goods, equipment and/or fixtures, to protect real or personal property from injury, or to obtain possession of real estate and terminate leasehold interests, and for temporary injunctive relief. Immediately following the issuance of any such relief, the parties agree to the stay of any judicial proceedings pending mediation or arbitration of all underlying claims between the parties.

21. Recalls. For purposes hereof, “Product Recall” shall mean any recall, market or market retrieval of any Product. Vendor shall promptly notify SAL in writing of any Product Recall and shall specify whether or not such Product Recall impacts any of the Products purchased by SAL. In the event of any voluntary or involuntary Product Recalls, initiated either by the Vendor, SAL or by a government agency, Vendor agrees to pick up all recalled product from any designated SAL distribution centers. Vendor agrees to issue SAL credits for all Recalled Products within thirty (30) days of the completed Recall. SAL shall charge Vendor a labor expense fee for voluntary and involuntary recalls, market withdrawals and market retrievals (each instance, an “Event”). SAL shall charge Vendor for reasonable costs incurred per Event while handling Vendor’s recall.

22. Confidential Information. Vendor acknowledges that it may from time to time possess Confidential Information that has been created, discovered, developed by or provided to it by or on behalf of SAL, which information has commercial value in SAL’s business and which is not in the public domain. As used herein, “Confidential Information” means all information (whether oral, observed, or written) that is marked or treated as confidential, restricted, or proprietary by SAL, including but not limited to customer information, pricing information, product information, employee information, information regarding business planning and operations, and administrative, financial and marketing activities. Vendor will protect Confidential Information with the same degree of care that it uses in protecting its own confidential information, but not less than reasonable care. Vendor will not, without SAL’s prior written consent, use or disclose any Confidential Information to any person except its authorized employees who require the same in connection with fulfilling Vendor obligations to SAL. Vendor will not commercially utilize any Confidential Information without SAL’s express prior written consent. Notwithstanding the foregoing, Vendor will have no obligation under this Section with respect to any Confidential Information that it can prove is: (i) received from a third party having a bona fide right to such information and not under an obligation of confidentiality; (ii) approved for release in writing by SAL; (iii) developed independently without reliance on any Confidential Information; (iv) published or becomes generally available through no act or failure to act on the part of Vendor; (v) publicly known through no wrongful act of Vendor; or (vi) required to be disclosed by a court of law, provided Vendor notifies SAL prior to such disclosure. Vendor will return all Confidential Information contained in a tangible form upon termination of its relationship with SAL, or at an earlier time at SAL’s request. Unless otherwise agreed in writing, Vendor shall not make copies of any Confidential Information.

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23. Invoices and Notices. All correspondence and invoices covering these Terms and Conditions must be addressed to SAL’s Direct Procurement Department at the address indicated on the Purchase Order. The parties agree that for any transactions subject to these Terms and Conditions, facsimile or electronic signatures shall be accepted as original signatures, orders may be transmitted electronically and any document created pursuant to these Terms and Conditions may be maintained in an electronic document storage and retrieval system, a copy of which shall be considered an original. Neither party shall raise any objection to the authenticity of these Terms and Conditions nor any document created hereunder, based on the use of a facsimile or electronic signature, electronic Purchase Order or the use of a copy retrieved from an electronic storage system.

24. Change In Control. SAL may terminate these Terms and Conditions or any Purchase Order executed pursuant hereto without liability to Vendor if Vendor (i) sells, or offers to sell, a substantial portion of its assets used for the production of Supplies for SAL, or (ii) sells or exchanges, or offers to sell or exchange an amount of its stock that would result in a change in the control of Vendor (collectively, “Change In Control”). In the event of a Change In Control, Vendor or Vendor’s successor shall be obligated to supply the reasonable requirements of SAL at the then-effective prices paid by SAL throughout the remainder of the Term. Vendor shall provide notice to SAL of a Change In Control upon the earlier date to occur between (a) no less than ninety (90) days prior to the effective date of the Change In Control, or (b) ninety (90) days after a binding agreement to effectuate a Change In Control is executed. Notwithstanding the foregoing, Vendor shall have no obligation to notify SAL if such Change In Control involves a publicly-held company.

The following Sections 25, 26, 27, and 28 are applicable only to Vendors that are supplying private label Products to SAL:

25. Private Label Products. To the extent the Products supplied are private label grocery products (“grocery” defined as all products sold in a grocery store, including but not limited to meat, produce, general merchandise, dry goods, center store products, etc.) and SAL elects to discontinue use of any Label (“Label” defined and any packaging that labels appear on) which contains a registered trademark of SAL (“Trademark” or “Mark”) or to shift the Products sold under such Label to another supplier, SAL agrees to purchase from Vendor all Labels specifically purchased for such Products at Vendor’s actual cost. SAL’s obligation to purchase Labels hereunder is limited to and shall not exceed an amount necessary to package three (3) months of normal purchases of the Label by SAL. Vendor shall provide such documentation as may be reasonably requested by SAL to evidence Vendor’s actual cost of packaging components associated with finished labeled products. Normal monthly purchases shall be determined by averaging total monthly purchases of the applicable product in the most recent [*****] months or such shorter period if purchases shall not have been made for at least [*****] months, immediately preceding Label discontinuance or supplier change by SAL.

26. Private Label Specifications. Trademarks in strict compliance with the RFP Specifications. Vendor will be responsible for, without limitation, the sourcing and warehousing of raw and packaging materials, ingredients, compounding, component preparation, incoming and outgoing food safety control, packing, packaging and/or warehousing Products and any part thereof, as well as associated activities, in accordance with the RFP Specifications and the terms of these Terms and Conditions. Vendor will not make any changes to the Products or the RFP Specifications, including, without limitation, the raw or packaging materials, ingredients, any portion or component of the Products, formula, the production process, the production equipment or the production location(s) relating to Vendor’s performance of any Purchase Order unless and until Vendor has obtained SAL’s prior written consent. SAL will be entitled to reject any such change, in its sole discretion.

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27. Save-A- Lot’s Trademarks. To the extent, Vendor supplies SAL private label grocery products, SAL has developed labels and packaging to be used in connection with the Trademarks for grocery products manufactured, processed, packaged, or sold by Vendor. To the extent that Vendor supplies SAL with private label grocery products, Vendor specifically agrees to the following:

All rights in Labels, photography and Trademarks for Products are the exclusive property of SAL.

Vendor will not assert any rights, including copyrights and trademark rights, in said Labels and Trademarks in the event of any controversy between it and SAL.

Vendor represents and warrants that it shall not use any of the Labels or Trademarks, or any label, trademark or packaging similar thereto, for the benefit of itself or any customer other than SAL.

Vendor agrees to use the Marks in a manner that will protect SAL’s rights and goodwill therein, including the use of all notices, legends or markings that may be required by SAL in order to give appropriate notice of any of the Marks. No additional markings, legends or notices shall be used by Vendor on Products without first obtaining SAL’s prior written approval.

Vendor agrees to not use the Marks in any way other than expressly set forth herein, except in such form and manner as shall be specifically approved in advance by SAL in writing, and according to specifications provided by SAL to Vendor.

Vendor agrees to immediately notify SAL of any apparent infringement of, challenge to use by Vendor of, or claim by any person to any rights in, the Marks.

To the extent that Vendor has been authorized by SAL to modify the artwork or dielines of any Labels which includes SAL’s Marks, Vendor agrees to submit proofs of the revised Label to SAL for approval prior to the final production of the Labels. Once approved by SAL for final production, Vendor shall remit, at Vendor’s cost and expense, all final artwork and photography in Adobe Illustrator and agrees to include all dependent files and fonts to SAL for archiving.

Vendor understands and acknowledges that SAL is not responsible for the accuracy, completeness or compliance of the packaging or labeling associated with the artwork provided, including but not limited to the accuracy or functionality of the affixed barcodes or the contents of the Label (i.e. placement, form, Statements of quantity, health claims, nutritional facts panel, etc.) nor should it be deemed an acknowledgement of compliance with state and federal labeling requirements, or any patent, copyright, or other trademark laws. As the party responsible for the manufacturing process, it is the sole responsibility of the vendor to verify and warrant the accuracy of any packaging or labeling and comply with all other applicable federal, state and local laws, rules and regulations.

VENDOR UNDERSTANDS AND ACKNOWLEDGES THAT SAL SHALL NOT BE LIABILE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE OR LIABILITY RESULTING FROM ARISING OUT OF OR IN CONNECTION WITH THE MISBRANDING OR MISLABELING OF A PRODUCT SUPPLIED BY THE VENDOR.

28. Audit Rights. To the extend the Products supplied under these Terms and Conditions are private label Products, Vendor shall either (i) provide SAL with evidence and full audit of its GFSI Audit Certification to the equivalent of SQF Level II compliance for each of Vendor’s location or (ii) before any Product ships and on an annual basis thereafter. Vendor shall allow SAL to audit any of the Vendor’s manufacturing facilities that have not been audited by SAL. On and on-going basis, Vendor’s facilities shall remain in good standing with SAL’s Quality Assurance group and will be subject to periodic on-site audits to ensure Vendor’s facilities remain compliant with SAL’s quality specifications governing production of Product for SAL and all applicable local, state and federal law and regulations. Notwithstanding anything herein to the contrary, continuation of this relationship is contingent upon Vendor’s ability to maintain quality standards and the successful passing of SAL’s periodic on-site audits.

***End of Terms and Conditions***

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Exhibit A

Save-A-Lot Delivery Appointment Policy

SAL has the following expectations with respect to the shipment and delivery of any Product or Purchase Order:

(a)

On-time deliveries must be a shared objective for Vendor and SAL.

(b)

Unless otherwise specified in the Purchase Order, Vendor or their carrier shall schedule all inbound deliveries a minimum of [*****] hours in advance for grocery, general merchandise, frozen Products and dairy Products prior to the Purchase Order arrival date.

(c)

Unless otherwise specified in the Purchase Order, Vendor or their carrier shall schedule all inbound deliveries a minimum of [*****] in advance hours for fresh meat and produce Products prior to the Purchase Order arrival date.

(d)

All Purchase Orders must be delivered within the delivery window specified within the Purchase Order, unless otherwise necessitated and coordinated by the receiving distribution center.

(e)

Vendor or their carrier may change or cancel their delivery appointments no earlier than [*****] hours prior to their scheduled delivery appointment, provided that any such change or cancellation must be made using SAL’S “C3 Dock Scheduling” system.

(f)

Vendor or their carrier must be prepared to begin unloading their delivery [*****] hour prior to their scheduled delivery appointment.

(g)

Any delivery appointment that is missed by less than [*****] hours (“LTF”), or any delivery made without an appointment (“DNA”) will either be received by the receiving distribution center or held over to the next receiving day, which shall be determined at the sole discretion of the receiving distribution center. In the event of any LTF or DNA, Vendor or carrier shall not have the right to pursue any detention recovery against SAL.

(h)

For purposes of the Save-A-Lot Delivery Appointment Policy, “delivery” shall be measured as of the time and date at which the driver completes any appiable check-in policies or processes dictated by the receiving distribution center, to include, where available, electronic check-in.

(i)

SAL shall have the right to assess fines based upon the Fee Schedule below for deliveries made without an appointment, late deliveries, or missed deliveries.

Fee Schedule

Base Fee		Code	Description of Fine
$[*****]	Per Shipment	NA	Delivery without appointment.
$[*****]	Per Shipment	LAF	Delivery made four (4) or more hours after scheduled appointment.
$[*****]	Per Shipment	ANS	Failure to make scheduled appointment and timely communicate with distribution center regarding anticipated late delivery pursuant to Section (e) above.

All fees will be done off invoice; any disputes need to be resolved through Supervalu E-Pass process. All fines will appear with the Purchase Order number and the code(s) listed above (e.g., [*****] was delivered without an appointment).

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Exhibit 10.29

Associated Food Stores, Inc. Standard Vendor Agreement for
Merchandise (Products) Signature Page

Vendor (legal entity name): _____________________________

Vendor Name as shown on Invoice (DBA):__________________________

Vendor Address for Notices:	Address:______________________________
	City:________________	State:____________	Zip:_______________
		__________________________

Vendor Contact Name/Title: _____________________________

Vendor Contact Information:	Phone:______________________	Fax:___________________
	Cell: ________________________	Email:___________________

Please check the appropriate statement below:

☐

Vendor has read and agrees to comply with this Agreement.

☐

Vendor has read and agrees to comply with the terms of this Agreement as amended by Vendor’s proposed changes attached to this Signature Page in the form of an amendment. Vendor understands that no addendum or amendment to this Agreement will go into effect or be binding on AFS until signed by Vendor and an AFS Representative, Vendor’s shipment of Product subsequent to the date of its receipt of this Agreement will be deemed to be acceptance by Vendor of this Agreement, without modification, unless an AFS Representative has executed an addendum attached to this Signature Page.

Approved by AFS Representative (signature)_____________________________

The signature set forth below acknowledges Vendor’s agreement with and acceptance of the Standard Vendor Agreement for Merchandise (Products).

Name of Signatory/Title:______________________________________________________

Signatory Signature:

Date Signed:_____________________

PLEASE RETURN THIS COMPLETED SIGNATURE PAGE TO YOUR AFS REPRESENTATIVE OR
UPLOAD A COPY TO AFS’S “VENDORLINK” SYSTEM AND RETAIN A COPY FOR YOUR RECORDS.

FAILURE TO CHECK EITHER BOX ABOVE WILL BE DEEMED TO BE ACCEPTANCE BY VENDOR OF
THIS AGREEMENT WITHOUT MODIFICATION.

There will be further documentation required to become an approved supplier. Please refer to our “VendorLink” system for additional requirements.

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Associated Food Stores, Inc. Standard Vendor Agreement

This Standard Vendor Agreement for Merchandise (Products)-Version July 2016 (this “Agreement”) is by and between Associated Food Stores, Inc., a Utah corporation, on behalf of itself and its affiliates issuing purchase orders hereunder (“AFS”) and the vendor designated on the Signature Page (“Vendor”).

Introduction
Scope	The terms and conditions of this Agreement set forth AFS’s offer and apply to Vendor with respect to Vendor’s provision of goods and merchandise (“Products”) to AFS. Products include food (including perishables and dry goods), ingredients for food, general merchandise, supplies, health and beauty care, and similar items for AFS offices, retail stores and facilities. This Agreement is effective as of the date this Agreement is accepted by Vendor (the “Effective Date”) and applies to any shipment of Products made by Vendor to AFS from and after the Effective Date. This Agreement includes the terms and conditions of all attached Exhibits.

Execution of Agreement	By its execution of this Agreement, Vendor acknowledges its acceptance of the terms and conditions contained herein and represents and warrants that Vendor’s execution and delivery of this Agreement to AFS has been duly authorized by all necessary corporate or other action on the part of Vendor.

	Vendor will promptly either (a) deliver an executed original of the signature page signed by a person of authority representing Vendor to its AFS Category Manager or Department Director (“AFS Representative”) or (b) upload a properly signed signature page to AFS’s “VendorLink” system, but either event no later than thirty (30) days after Vendor’s receipt of this Agreement. If AFS does not receive an executed signature page from Vendor within this timeframe, Vendor’s shipment of Products in response to a AFS purchase order, whether electronically, orally or hard copy generated, constitutes Vendor’s unconditional acceptance of this Agreement.

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General Terms and Conditions

Set-Up

All vendors and items shipped through the warehouse must be approved through the AFS vendor and product acceptance process. Vendors must provide AFS any applicable documents and information requested through the vendor setup process. AFS has the right to reject any document or information received if it does not meet AFS expectations and/or requirements. Vendor must keep all documents and information current. Failure to provide required documents or information may result in shipments of products being refused and payments being withheld by AFS until the required document or information is provided. If payment to Vendor is delayed by Vendor’s failure to furnish AFS with required documents or information, Vendor acknowledges that no discount terms previously negotiated with AFS will be lost, revoked, denied or reduced, and AFS will continue to enjoy such negotiated discounts to such extent as if payment were made within the time period necessary to obtain them.

	Vendor must promptly notify AFS of any change in control or ownership.

	Product will not be cross docked to ARO stores without first receiving approval from AFS and being set up as an AFS-approved Vendor/Cross-Dock Vendor.

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Purchase Orders	The terms and conditions for AFS’s purchase of Products are set forth in its purchase orders (“AFS Purchase Order”) and in this Agreement. An AFS Purchase Order may be transmitted by Electronic Data Interchange (“EDI”), other electronic format, including facsimile and electronic mail, or in paper format. Additional requirements governing EDI transactions are set forth below in the section captioned “EDI Transactions.”

	The terms and conditions applicable to an AFS Purchase Order (the “P.O. Terms and Conditions”) are attached as Exhibit A and are a part of this Agreement. Unless Vendor and AFS have executed a written amendment to the P.O. Terms and Conditions, the P.O. Terms and Conditions apply to every purchase of Products by AFS from Vendor. If there is an inconsistency between the terms and conditions contained in this Agreement (including the P.O. Terms and Conditions) and the terms and conditions contained in other documents relating to the business to be conducted between AFS and Vendor, the terms and conditions of this Agreement (including the P.O., Terms and Conditions) will prevail unless the conflicting document provides otherwise and is signed by both AFS and Vendor.

Insurance Requirements	Vendor will maintain at all times while providing Products to AFS, at Vendor’s own cost and expense, insurance coverage of the types and in such amounts as described in Exhibit B as may be supplemented or updated from time to time on AFS’s “VendorLink” system. Product liability and completed operations insurance must provide coverage in respect of claims involving bodily injury or property damage arising out of or in connection with the Products. The insurance must be primary and not excess or contributing with any insurance or self-insurance maintained by AFS. The insurance coverage required under this Agreement must be maintained by each Vendor for a minimum period of two years following any purchase by AFS or as long as the Products are still held by AFS for resale or use, whichever is longer.

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Prior to shipping Products, Vendor will deliver to AFS a Certificate of Insurance including “Associated Food Stores, Inc.” as Additional Insured Vendors. Such Additional Insured status may be given by either an Additional Insured Vendors endorsement or, with AFS’s prior approval, by blanket Additional Insured Vendors coverage built into the Vendor’s General Liability policy form.

	The Certificate of Insurance must identify all self-insured retentions and/or deductibles to the current ISO general liability policy. Vendor must provide a minimum of [***] calendar days’ advanced written notice should said insurance be cancelled (voluntarily or otherwise), expire, or for any reduction in the amount or scope of coverage. In the event of cancellation or expiration of said insurance during the period of time insurance coverage is required under this Agreement, Vendor must provide proof of replacement insurance a minimum of [***] calendar days in advance of the effective date of such cancellation or expiration.

Product Recall Policy	In the event of any and all product recalls that are either (i) agreed upon between Vendor and AFS, or (ii) that are required (either by law or in the commercially reasonable judgment of AFS) because AFS has reason to believe the Products are defective, dangerous, incomplete, infringe upon intellectual property rights, or are not in compliance with applicable laws or regulations, the Products will be returned to Vendor at Vendor’s expense, or otherwise disposed of as provided for in the AFS Product Recall Procedures. This expense, unless otherwise agreed in writing between Vendor and AFS, will be as set forth in the Recall Policy attached Exhibit C – AFS Billing Policy for Recalls and Withdrawals and may be amended or updated from time to time on AFS’s “VendorLink” system. The Purchase Order Terms and Conditions continue to apply to Products that have been recalled.

Price Increase Notification	Vendor must deliver to its AFS Representative written or electronic notice of any proposed price increases, excluding commodity products (e.g., perishable products and live goods), a minimum of [*****] days prior to the effective date of such price increase. AFS may establish additional price change notices and other procedures from time to time upon written notice to Vendor. AFS will not be obligated to pay such price increase for any Products for which Vendor did not timely deliver such written notice.

Price Decrease Notification	Vendor must deliver to its AFS Representative written or electronic notice of any proposed price decreases, excluding those for commodity products (e.g., perishable products, live goods, and some food products), a minimum of [*****] days prior to the effective date of such price decrease. Price decreases received without proper notification will be subject to a price protection charge.

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Accounting Office Polices

Invoices	Vendor must provide a separate invoice for each AFS Purchase Order shipped. Each invoice must include the following:

	●	Unique invoice number

	●	Valid AFS Purchase Order number

	●	Vendor name and “remit to address”

	●	Complete address to which the product was shipped

	●	Net payment before cash discount

	●	Payment terms

	●	Total shipped quantity and total invoiced quantity. (Food product: Case count, Non-food product: each selling unit)

	●	Invoice date on or after the ship date

	Vendor must notify AFS’s Accounts Payable in writing of any change to Vendor’s “remit to address.” Failure to do so will delay future payments. Notification information for the various AFS entities is available from the AFS representative or on AFS’s “VendorLink” system. Unless otherwise agreed in writing, terms of payment for the Products ordered will begin on the later of (a) the date the Products ordered were scheduled for delivery and (b) the date the Products are received at AFS’s designated location, and discounts will be calculated on the gross amount.

	If Vendor ships products prior to the date shown on the AFS Purchase Order, payment will be made based upon the scheduled receiving date, increasing the original terms by the number of days received early. All early shipment requests must be submitted to an AFS Buyer and approved.

	Vendor must reference an AFS Purchase Order number and Vendor’s invoice number when making inquiries or initiating correspondence.

	Vendor must keep full and detailed accounts for a period of not less than [*****] years or as required by law and exercise such controls as may be necessary for proper financial management with respect to transactions with AFS. AFS reserves the right to audit up to two years of Vendor’s transactions at any time with respect to Vendor’s charges, policies, and procedures. Any resulting claims will be immediately deducted with or without prior Vendor approval or notice.

	AFS reserves the right to deduct, set-off or withhold payments determined by AFS to be due and owing by Vendor, whether determined by AFS in the course of any audit conducted on behalf of AFS or otherwise, i.e., TPR’s, PBA’s Lump Sums, etc.. If Vendor has not made payment within [*****] days after the invoice date, AFS will not be responsible for any late charges, penalties or assessments in connection with the assertion of its rights to deduct, set-off or withhold such amounts.

	Vendor promotional offers and allowances will be administered and implemented by AFS pursuant to AFS’s current guidelines, a copy of which is available from an AFS Representative or on AFS’s “VendorLink” system.

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	Vendor will pay to AFS the amounts set forth in the Fee Schedule attached as Exhibit D for any noncompliance with this Agreement.

Confidential Information	Vendor acknowledges that it may from time to time possess Confidential Information that has been created, discovered, developed by or provided to it by or on behalf of AFS, which information has commercial value in AFS’s business and which is not in the public domain. As used herein, “Confidential Information” means all trade secrets and all other information (whether oral, observed, or written) that is marked or treated as confidential, restricted, or proprietary by AFS or that a person would reasonably consider to be confidential or proprietary under the circumstances, including, but not limited to, customer information, pricing information, product information, employee information, information regarding business planning and operations, and administrative, financial and marketing activities.

	Vendor will protect Confidential Information with the same degree of care that it uses in protecting its own confidential information, but not less than reasonable care. Vendors will not, without AFS’s prior written consent, use or disclose any Confidential Information to any person except its authorized employees who require the same in connection with fulfilling Vendor’s obligations to AFS. Vendor will not commercially utilize any Confidential Information without AFS’s express prior written consent.

	Notwithstanding the foregoing, Vendor will have no obligation under this Section with respect to any Confidential Information that it can prove is: (i) received from a third party having a bona fide right to such information and not under an obligation of confidentiality; (ii) approved for release in writing by AFS; (iii) developed independently without reliance on any Confidential Information; (iv) published or becomes generally available through no act or failure to act on the part of Vendor, (v) publicly known through no wrongful act of Vendor, or (vi) required to be disclosed by a court of law, provided Vendor notifies AFS prior to such disclosure.

	Vendor will return all Confidential Information contained in a tangible form upon termination of its relationship with AFS, or at an earlier time at AFS’s request. Unless otherwise agreed in writing, Vendor shall not make copies of any Confidential Information.

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EDI Transactions

Use of EDI	Maximizing use of Electronic Data Interchange (EDI) is a key priority of AFS. Cooperative efforts through the use of EDI have resulted in increased accuracy, improved timeliness, and reduced operating expenses. AFS supports a variety of different EDI Transactions, some of which are mandated through an “EDT Non-Compliance” program.

EDI Non-Compliance	Vendors who accept AFS Purchase Orders that require shipment to any AFS distribution center (“DC”) or other affiliate locations are required to have the ability to receive the issued AFS Purchase Order via EDI as well as to return the associated invoice via EDI. Vendors not meeting this requirement will be given [***] days to comply. Should Vendor not conduct the transactions via EDI within such [*]-day period, a $[***] fee may be deducted by AFS from payment per each invoice to help offset the cost of manual processing. Acceptance of an AFS Purchase Order will signify consent to this term of purchase.

Transmissions	Documents are transmitted electronically to each Vendor through the use of valued added networks and on a limited basis directly to Vendor. Either party may contract with the value-added network of its choice, but [*****] days’ notice must be given to the other party upon any change in the choice of the preferred value-added network. Each party is responsible for value-added network expenses for data sent or picked up from its own mailbox.

Acknowledgments	Vendor will acknowledge the receipt of transactions as facilitated through the [***] or alternative acknowledgment approved in writing by AFS. AFS will monitor these acknowledgments and take appropriate action if the expected acknowledgments have not been received within the time specified by the standard version being used, or within [***] hours, whichever is the shorter period.

	Transactions sent to AFS by Vendor will be acknowledged according to the guidelines for standard versions being traded. As the sender, it is Vendor’s responsibility to verify that AFS acknowledges the transmissions sent. It is Vendor’s responsibility to take appropriate action if the expected acknowledgments have not been forthcoming within the time specified by the standard version being used or [*****] hours, whichever is the shorter period.

Garbled Transmissions	If any transmitted document is received in an unintelligible or garbled form, the receiving party must promptly notify the originating party in a reasonable manner.

Termination	AFS reserves the right to revoke an EDI partnership at any time and to revert to the comparable paper process exchange.

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Logistics Requirements

UPC/GTIN Policy	All Products sold to AFS in consumer units for the purpose of resale must have a readable UPC or GTIN (collectively, “UPC/GTIN”) barcode affixed to the Product or the Product’s “sellable” packing. All produce sold to AFS must have a PLU code affixed to the Product. See the AFS Representative for further clarification.

	Vendor must adhere to the UCC specifications for the UPC/GTIN bar code for format, size, color, location and clarity.

	Bar codes must be clear, legible, capable of being electronically scanned, and represent the human readable numeric code located beneath the barcode.

	Vendor must e-mail its AFS Representative for authorization prior to making substitutions for the Products appearing on the AFS Purchase Order.

	Vendor must communicate to its AFS Representative, in writing, all changes to current UPC/GTIN numbers, as well as the addition of new numbers, no less than [*****] days prior to shipment of Products to AFS.

	Vendor covenants that: (1) the UPC/GTIN and PLU codes on the labels or packaging for all Products will be imprinted in an accurate manner that can be electronically scanned; and (2) the UPC/GTIN and PLU information will be correctly assigned to the Products. For the breach of either or both of these covenants, AFS will charge Vendor in accordance with the Fee Schedule attached as Exhibit D.

	As technology changes - Vendor agrees to adhere to any additional labeling or identification requirements that AFS requires.

Product Preparation	Vendor must prepare Products for shipment as specified by the AFS Purchase Order instructions and in accordance with the Terms and Conditions of the National Motor Freight Classification as it pertains to specifications for packages and the rules portion of the tariff. In addition, Vendor shall:

●	Apply tickets to product in accordance with the AFS Purchase Order, including any specific ticketing provisions and cost thereof:

	o	Print the correct information on the ticket (e.g., price, SKU, Class, UPC/GTIN)

	o	Place ticket on the correct Products

	o	Place ticket in the correct location on the Products

●	Custom pre-pack and package Products as specified by the AFS Purchase Order:

	o	Case quantity and inner pack quantity as specified.

	o	Correct number of units

	o	Pre-assorted as specified

	o	Do not ship partial cases.

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Packing List/Bill of Lading

Vendors are required to prepare packing lists as specified below:

●

Prepare a packing list for each AFS Purchase Order to include the AFS Purchase Order number, Vendor style/stock number, UPC/GTIN, PLU code, quantity ordered, quantity shipped and customer address.

●

Clearly indicate which carton contains the packing list.

		Note: If agreed upon, prepare individual store packing lists and a consolidated packing list when shipment is specified for multiple stores. Attach paperwork to the lead carton.

	●	Indicate the quantity and cost of pallets if Products are delivered on pallets for which AFS will be charged.

Case Labeling

Minimum requirements for case labeling may differ, depending on the following factors:

	●	Product category

	●	Sourcing (domestic vs. import)

	●	Facility shipped to

	●	Usage of carton level GS1-128 label with approved ASN

	Printing must be legible, and easily visible in a warehouse environment (at least 4 feet from the product). Preprinted or pressure sensitive labels may be used in lieu of direct ink application. Case labels to be positioned so they are visible from the outside of the finished pallet. Any applied label must meet content, positioning, and legibility requirements set forth in this standard.

	All cases must display the following:

	●	Case UPC/GTIN/Barcode – the barcode must be scan readable according to GS1 standards.

	●	Product UPC/GTIN number in human readable format

	●	Product name, including brand

	●	Pack count and size

	●	Code date (best by, sell by, etc.) The shipping case must be printed with the same date code as the retail package.

	●	Label hazardous substances in compliance with all applicable laws, rules and regulations, including the Federal Hazardous Substance Act, for the transportation method being use, including IATA, DOT (49 CFR 172), and I.M.D.G. as applicable.

Routing and Shipping
Instructions

Vendor will:

	●	List all AFS Purchase Order numbers on the Bill of Lading. (This service may be performed by the carrier on the freight bill.);

	●	Mark all pallets and Bills of Lading with complete shipping address;

	●	Pack, mark and describe shipment on Bill of Lading in accordance with the National Motor Freight classifications, including IATA, DOT (49 CFR 172), and I.M.D.G., as applicable;

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	●	Provide AFS with a contact name, address, and phone number, for each of Vendor’s ship points, to receive updates to standard routing instructions;

	●	Follow the AFS Logistics Department standard routing instructions for all collect shipments;

	●	Ship Products according to the date specified on a Purchase Order;

	●	Ship AFS Purchase Orders complete in one departure – backorders are not allowed unless the AFS Representative gives prior written or electronic approval. Failure to do so will result in a chargeback for shipping costs associated with a backorder; and

	●	Ship pre-approved backorders prepaid, FOB AFS’s DC dock at Vendor expense plus applicable off invoice amounts.

Scheduling, Delivery, Unloading and Pallet Requirements	For prepaid Vendor shipments, a delivery appointment is required prior to pick up by the carrier. Vendor name, AFS Purchase Order number,delivery address, and pertinent load information is required for appointment and delivery. This includes number of cases, weight, number of pallets/and cube, if available. Load type should be identified (floor stacked, slip sheets, pallets) and delivery appointments should be scheduled a minimum of 48 hours prior to the requested arrival-due date.

	To facilitate scheduling of inbound delivery appointments, Vendor and its shippers and carriers must use online web-based scheduling, managed receiving at http://mgdrec.capstonelogistics.com. Delivery appointments can be scheduled off line at an AFS scheduling center, 801-786-8888. AFS reserves the right to impose a fee for any manual scheduling.

	Unloading for any type of shipment (floor stacked, slip sheets, pallets will be based on AFS’s specifications. Palletized loads must be on [***]-way entry pallets. [*] block pallets are preferred. Only - #[***] quality pallets will be accepted- CHEP or like type pool pallet (PEPO,IGPS). AFS does not participate in a pallet exchange. AFS reserves the right to refuse products shipped on pallets that do not meet minimum standards of quality, safety or sanitation. AFS may require products to be converted to acceptable pallets at the Vendor’s or carrier’s expense.

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If the pallets are not separated and retail ready at Vendor’s facility, Vendor will either need to require its driver to sort and separate or hire AFS’s lumping service to prepare the pallets for receiving within AFS standards. There are fees associated with using AFS’s onsite unloading service. If onsite unloading is requested, Vendor agrees to pay the associated fees. If loads are received with an excessive amount of damage that increases normal labor time spent for load size, Vendor agrees to pay such fees as described in Exhibit D

	AFS Distribution Center Policy:

	Any driver who chooses to unload his or her own load will be required to complete the load within the scheduled unload time along with wearing a safety vest.

	Children under 12 are not permitted in the warehouse.

	Proper footwear is required in the warehouse – No open toe or open-heeled shoes.

	AFS is a weapons-free workplace. Bringing a weapon onto any AFS premises is strictly prohibited.

	Smoking (including E-Cigs) is only permitted in designated smoking areas.

	If for any reason Vendor’s driver cannot meet all of the required safety rules, Vendor will be required to hire AFS’s current unloading service and pay all costs and fees associated therewith.

	AFS may, in its sole discretion, prohibit certain carriers from making deliveries to AFS facilities. Vendor is required to check with AFS to confirm that Vendor’s carriers are not prohibited from making deliveries to AFS’s facilities. If Vendor uses a prohibited carrier, the shipment will be rejected at the time of arrival and Vendor will be responsible for any storage or re-consignment fees if occurred.

Cross Dock Preparation	Vendors will be required to package all items in a minimum of a [*****] inch cardboard box. Retail sales cartons will not be accepted and will need to be repackaged. All carton(s) and pallet (s) need to have a label attached clearly indicating:

	●	AFS Customer Name

	●	AFS Customer number

	●	Required staging temperature.

	Vendors are also required to provide an Advanced Shipping Notice (“ASN”) to AFS when making an appointment for the delivery of the cross dock product. This is to be emailed to the appropriate receiving office.

	The ASN must be received a minimum of [*****] prior to the delivery of the product to the AFS DC. The following is required on each case:

	●	AFS Customer Name

	●	AFS Customer Number

	●	Number of Shipping Units/Cases

	●	Total Weight for each commodity type (dry and deli may go together

	●	Total Cube for each commodity type

	●	Required Staging Temperature

	If the pallets are not separated and retail ready at Vendor’s facility, Vendor will either need to require its driver to sort and separate or hire AFS’s lumping service to prepare the pallets for receiving within AFS standards. There are fees associated with using AFS’s lumping service. If onsite unloading is requested, Vendor agrees to pay such fees.

	Vendor must email the ASN to set up an appointment. If there are questions regarding the scheduling process, Vendors should call [*****].

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Cross Dock Delivery/Process	Vendor is required to provide a retail ready document invoice. A copy needs to be attached to the pallet or case for each store.

	All cross-dock orders must be received into the AFS DC a minimum of [*****] prior to the earliest retailer’s transmission time; any deliveries made less than that will be delayed until the retailer’s next delivery. Any deliveries arriving at AFS without a prior ASN or a scheduled delivery appointment, or a proper retail ready pallet’s, are subject to being refused until an appointment is made or an ASN is received.

	AFS will receive product into the warehouse according to the ASN. AFS will not be responsible for case counts on pallets. AFS will sign for pallet quantity only. AFS does not count cases on pallets or verify product descriptions. AFS will not be responsible for miss picks or damages sent to retailers. If product needs to be returned to Vendor, pick up must be worked out between vendor and retailer.

Advertising Images

Advertising Images	AFS requires all Product images be submitted for use in its print and digital advertising efforts. Vendor will be responsible for any fees associated with such submissions. Fees and submission criteria can be found in AFS’s “VendorLink” system and may from time to time be amended and updated.

Merchandise Deliveries and Pickup Requirements (ARO Stores Only)

The following rules and guidelines apply to any deliveries or pickups made at any retail store location owned or operated by a subsidiary of AFS or any of its affiliates (collectively, “ARO Stores”). These rules and guidelines have been put in place to help discourage and prevent dishonesty, errors and accidents while receiving merchandise.

Vendor DSD Delivery	Vendors should deliver merchandise during designated receiving hours, unless a Vendor has made other arrangements with the authorized ARO Store employee receiving the delivery (the “receiver”) or other extenuating circumstances occur.

	Vendors must only deliver merchandise through the receiving doors at the ARO Store. Only U.S. Mail and Controlled Substances for the pharmacy are permitted to use the front doors.

	Vendor Credits must be charged out and issued prior to deliveries being received. Merchandise cannot be removed from the ARO Store until a credit memo has been issued and merchandise is checked out by the receiver at such location.

	Vendors must list credits on an invoice separate from the debit invoice.

	Vendors may not swap old merchandise for new merchandise.

	Vendor Product cannot be transferred using the ARO Store transfer process. All Vendor Products being moved to another ARO Store location need to be handled using vendor credits and invoices.

	Vendors must have invoices prior to check in and must organize the delivered merchandise so the receiver can count and scan all items. All of this must be done in the staging area.

	Employees and representatives of Vendors may not bring helpers (spouses, children, or friends) into the backroom of any ARO Store.

	Vendors must allow the receiver to check boxes (including broken-down), bags and other containers before removing them from the store.

	Employees and representatives of Vendors must show receipts to receiver if anything is purchased while inside the ARO Store. If such employees or representatives are buying more than three items, they should enter and exit through the front of the ARO Store.

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Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[*****]”) because the
identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

	All overstock must be approved by the center store team at the ARO Store.

	Vendors are never allowed to offer samples to the receiver at ARO store locations.

	Vendors must not open the receiving or dock doors.

	Vendors must check with the receiver prior to placing cardboard in the bailer or prior to discarding anything. Vendors are not authorized to operate the bailer or compactor.

	Vendors cannot tamper with credits, invoices, the FM hand unit or the receiving computer equipment.

	Vendors cannot use power jacks or lifts. If a Vendor needs merchandise moved to another location, a store team member will need to move it for the Vendor.

	Unauthorized items will be refused.

	If for any reason any merchandise received or delivered to an ARO Store was not authorized pursuant to a valid AFS/ARO Purchase Order, then the invoice for such merchandise will not be paid.

General

Salvage Terms	Vendor must sign and return to its AFS Representative a Reclamation Agreement. Vendor must update the Reclamation Agreement when major line changes occur, but not less frequently than annually. Current Reclamation Agreements will remain in effect until changed in writing. Vendor will comply with the terms of the AFS Reclamation Policy, as amended and modified from time to time as set forth on AFS’s “VendorLink” system, the items of which are incorporated herein by reference.

	In addition, AFS may conduct a bi-annual Reclamation True-up for non-food products including Health and Beauty Aids and Candy. This process will compare the Vendor’s actual product processed through the AFS Reclamation Center compared to the monies collected from the Vendor as a Reclamation Allowance. If the Vendor’s Reclamation Allowance is less than the product processed through AFS’s Reclamation Center, then AFS is entitled to claim the variance via an Accounts Receivable invoice or a deduction.

Scanning/Faxing	The parties agree that in the event Vendor returns the signature page of this Agreement via fax or other electronic means, including via email (with .PDF attachment), such signature page shall be treated in all respects as an original instrument bearing the signature of the transmitting party, and either party may rely on and/or enforce a scanned version of this Agreement as if it were an original.

Notices	Any notice called for in this Agreement must be in writing, and may be given by personal delivery, first class mail, overnight delivery service or electronic mail. If sent by first class mail, notices shall be sent to Vendor at the address listed on the signature page, and if sent to AFS, at the following address:

	Associated Food Stores, Inc.
	Attn: Chief Financial Officer
	[*****]
	[*****]

	Notices given by personal delivery will be effective on delivery; notices given by overnight services will be effective on the next business day; notices given by first class mail will be effective three business days after mailing; and notices given by electronic mail will be effective when acknowledged as received. As used herein, “business day” means a day of the week other than a Saturday, Sunday or legal holiday (state or federal) in the state where delivery is being made. Either party may designate another notice address in a notice given pursuant to this Section.

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TABLE OF EXHIBITS

EXHIBIT A: AFS PURCHASE ORDER TERMS AND CONDITIONS

EXHIBIT B: VENDOR INSURANCE REQUIREMENTS

EXHIBIT C: AFS BILLING POLICY FOR RECALLS AND WITHDRAWALS

EXHIBIT D: FEE SCHEDULE

EXHIBIT A
AFS PURCHASE ORDER TERMS AND CONDITIONS

1	Purchase Order; Cancellation. These AFS Purchase Order Terms and Conditions apply to all orders (“AFS Purchase Orders”) of goods, merchandise and incidental services (“Products”) ordered by Associated Food Stores, Inc. and its affiliates (collectively, “AFS”) from Vendor. AFS reserves the right to cancel a AFS Purchase Order without penalty by notice to Vendor on or before the given cancellation date and at any time if the completion or delivery date is not met or if prior to such date, AFS had reason to demand adequate assurance of due performance and such assurance is not forthcoming within [*****] days after the date of AFS’s demand. If a delivery date or completion date is not specified on the AFS Purchase Order a reasonable time will be allowed. AFS may cancel the un-received portion of an AFS Purchase Order at any time if delivery of the Products is not timely. If Vendor can fulfill its delivery obligation only by shipping by premium routing, the premium charges will be prepaid by Vendor. If no cancellation date appears on the front of the AFS Purchase Order, the cancellation date will be a reasonable period of time prior to the shipment of the Products. If Vendor ships the Products before the “ship on” date, after the cancellation date, or after actual cancellation, AFS may, in the exercise of its sole discretion, refuse the shipment, or AFS may accept the Products and charge Vendor in accordance with AFS’s Non- Compliance Fee Schedule. Any and all loads created at Vendor’s dock must be segregated by individual AFS Purchase Order.

2	Non-Conforming or Unordered Products. AFS will have no obligation to accept or pay for any unordered Products or Products shipped that do not conform to, or comply with, the terms and conditions of the AFS Purchase Order, the Vendor Agreement or the terms and conditions of any other agreement to which these AFS Purchase Order Terms and Conditions are attached, including shipping and routing instructions and dates of shipment and delivery. If AFS takes delivery of such nonconforming order, or any part of such an order, AFS reserves the right to deduct from its payment all actual or reasonable expenses, including, but not limited to, transportation, inspection, receipt, ticketing, re-ticketing, recall, care and custody of the Products, and notice to Vendor incurred as a result of such non-conformity or non-compliance. If AFS takes delivery of any unordered or non-complying Products, AFS may, without notice to Vendor of such fact, ship the unordered or noncomplying Products to Vendor at Vendor’s cost and expense. AFS will have no obligation to accept or to pay for any substituted goods or excess shipment of any Products made without AFS’s prior written approval. Vendors will not backorder any Products subject to an AFS Purchase Order without AFS’s prior written consent. Vendor must pay all shipping costs associated with a backorder. All backorders should receive the best of pricing and terms at either the time of original order or at the time of actual shipment. All terms and conditions of the AFS Purchase Order apply to any Products on backorder.

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3	Right of Inspection. AFS will have the right to inspect the Products and reject any nonconforming Products within [*****] days of delivery. This right of inspection, whether exercised or not, will not affect AFS’s right to revoke acceptance or pursue other remedies if defects or nonconformities are discovered at a later date, notwithstanding that any defect or nonconformity could have been discovered upon inspection. Payment by AFS will not be construed as an acceptance of Products, or as a waiver or limitation of any of AFS’s rights as set forth herein. In no event will Vendor sell or distribute to third parties any Products that contain logos, trade names, trademarks or labels of AFS (including any private labels AFS is authorized to use, including without limitation Western Family), even if rejected by AFS as nonconforming.

4	Shipment Constitutes Acceptance of Agreement. Shipment of Products by Vendor constitutes acceptance of these AFS Purchase Order Terms and Conditions and the terms and conditions set forth in any agreement to which the AFS Purchase Order Terms and Conditions are attached, unless AFS has agreed to a change in writing prior to shipment. These AFS Purchase Order Terms and Conditions may not be altered by industry customs or course of dealings of the parties. IN THE EVENT ANY OF THE TERMS CONTAINED IN AFS’S VENDOR AGREEMENT, INCLUDING THESE AFS PURCHASE ORDER TERMS AND CONDITIONS, CONFLICTS WITH ANY TERMS IN VENDOR’S INVOICE, BILL OF LADING, OR OTHER VENDOR DOCUMENT, THE TERMS OF AFS’S VENDOR AGREEMENT, INCLUDING THESE AFS PURCHASE ORDER TERMS AND CONDITIONS, SHALL CONTROL NOTWITHSTANDING ANYTHING IN ANY VENDOR DOCUMENT WHICH STATES OR PURPORTS THAT THE TERMS OF THAT VENDOR DOCUMENT CONTROLS.

5	Retail Pricing. AFS makes no representation regarding the maintenance of any specific retail price for Products purchased for resale.

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6		Representations, Warranties and Guarantees. By acceptance of the AFS Purchase Order, Vendor makes the following representations, warranties and guarantees:

	a.	The Products shipped, as of the date of shipment, comply with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug and Cosmetic Act, as amended, (“FDCA”), including, without limitation, the Food Additives Amendment as further amended and also comply with, and are not adulterated or misbranded within the meaning of, any states’ food and drug law; are not articles that may not be introduced into interstate commerce pursuant to Sections 404 or 505 of the FDCA, the Federal Hazardous Substances Act (“FHSA”), or otherwise; if meat and poultry products comply with the Federal Meat Inspection Act and the Poultry Products Inspection Act; conform to all applicable Consumer Product Safety Act (“CPSA”) rules, bans, standards or regulations, and if sold in California, Proposition 65 Standards; and furthermore comply with all other applicable federal, state and local laws, rules and regulations.

	b.	Each shipment or other delivery of Products is not misbranded or mislabeled under the FHSA or any other law or regulation; Products have been tested and approved by either the Underwriters Laboratory, Inc. or the ETL, and the National Sanitation Foundation (if applicable); Products will include a Certificate of Compliance for children’s products or a General Compliancy Certificate for other CPSA regulated products as required under the Consumer Product Safety Improvement Act of 2008 (“CPSIA”); Products will comply in all material respects with all applicable Federal and State product safety laws and regulations and all applicable and mandatory product safety rules, bans and standards that are enforced by the U.S. Consumer Product Safety Commission, including any failure of a Certificate of Compliance supplied by the Vendor or maintained on Vendor’s internet accessible electronic platform to comply with applicable requirements of the CPSIA §14(a); Products will, if constituting or containing an economic poison as defined in the Federal Insecticide, Fungicide, and Rodenticide Act, be registered pursuant to said Act and comply with all other provisions of such Act (7 U.S.C.A. 135- 135K); Products will conform to the applicable flammability standards under the Federal Flammable Fabrics Act; and Products meet all applicable Occupational Safety and Health Administration Standards. Vendor warrants that all electric appliances, component parts and wiring purchased shall be listed by either the Underwriters Laboratories, Inc. or the ETL in compliance with applicable electrical codes; that all merchandise purchased containing fabric which is subject to the provisions of the Federal Flammable Fabrics Act shall conform to the provisions of such act; that all merchandise purchased which is subject to the provisions of the applicable state bedding and furniture laws shall conform to the provisions of such laws; and that all textile fiber products furnished shall be properly branded and invoiced in accordance with the Textile Fiber Products Identification Act and all other Federal Statutes applicable to such products. Vendor will provide AFS copies of all Material Safety Data Sheets (“MSDS”) for any applicable products.

	c.	The Products, including the packaging, advertising, labels and other materials contained on, with, or relating to the Products, do not infringe any patent, copyright, trademark, trade name or other proprietary interest of AFS or any third party and comply with the Federal Trade Commission Act and all other applicable laws, rules and regulations.

	d.	The price charged, allowances and services furnished, if any, in connection with the sale of Products to AFS are not discriminatory and were made available on proportionately equal terms to other customers of Vendor, and that the prices charged for the Products shipped are the lowest lawful prices available from Vendor.

	e.	The Products and the manufacture, sale, storage, shipping, transportation and billing for the Products, comply with all provisions of applicable law and with all applicable promulgations of governmental authority, both domestic and foreign.

	f.	Vendor is the lawful owner of the Products, has good right to sell same and convey good and merchantable title, and the Products are and will be conveyed free of any and all claims, liens, security interests or other encumbrances. Vendor represents that unless it has disclosed to AFS otherwise, it is not a broker or reseller of the Products.

	g.	The Products are of merchantable quality and of good material and workmanship, are free from contamination or impurity and defects in design and title, and are fit and sufficient for purposes for which goods of that type are ordinarily used, as well as for any purposes Vendor has specified or advertised.

	h.	The Products conform in every respect to applicable specifications, instructions, drawings, data, samples and descriptions.

	i.	The representations, warranties and guarantees contained in this Section 6 run to AFS, its customers, and its and their successors and assigns. Vendor incorporates by reference and passes on to AFS and its customers and its and their successors and assigns the benefits of all warranties and guarantees given to Vendor by persons from whom Vendor purchased any of the Products. AFS’s approval of specifications, drawings, samples and/or other descriptions furnished by Vendor does not relieve Vendor of its obligations. The representations, warranties and guarantees set forth in this Section 6 are in addition to all other express, implied or statutory warranties, are continuing in nature, survive AFS’s payment, acceptance, inspection or failure to inspect the Products.

	j.	Vendor will in every manner of its business related to the AFS Purchase Order and all Products or merchandise delivered to AFS obey and conform to all applicable laws, rules and regulations, both domestic and foreign.

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7	Code of Conduct. Vendor warrants that the Products are produced in compliance with all applicable requirements of Sections 6, 7 and 12 of the Fair Labor Standards Act, as amended, and of regulations and orders of the United States Department of Labor issued under Section 14 thereof. Vendor represents and warrants that Vendor and its contractors are not engaged in and will not engage in any labor practice in violation of the laws or regulations of the country of manufacture or assembly of the Products involving unsanitary and/or unsafe labor conditions. If AFS determines that Vendor or its contractors have failed to comply with the foregoing, AFS will be entitled to return all Products on hand for full refund, at Vendor’s cost, and cancel any unfilled orders at no cost.
	The following Code of Conduct is an integral part of all AFS Purchase Orders, the terms of which must be followed by Vendor and its contractors: [*****]
8	Customer Returns. If AFS has purchased Products hereunder for the purpose of resale and AFS’s customers return any of the Products to AFS due to any actual or alleged defect, or the Products in any way fail to comply with these AFS Purchase Order Terms and Conditions, AFS may tender back such Products to Vendor on an FOB origin basis. Vendor will promptly accept such Products, pay all shipping and handling expenses and give full, unconditional credit or cash refund, at AFS’s option, for the cost of the Products to AFS. Perishable food Products need not be returned in order to obtain full credit.

9	Acceptance of Terms. AFS’S OFFER TO PURCHASE IS EXPRESSLY SUBJECT TO VENDOR’S ACCEPTANCE OF THESE AFS PURCHASE ORDER TERMS AND CONDITIONS AND ANY AGREEMENT TO WHICH THESE AFS PURCHASE ORDER TERMS AND CONDITIONS IS ATTACHED. VENDOR’S EXECUTION OF AFS’S STANDARD VENDOR AGREEMENT OR OTHER PURCHASE AGREEMENT (OR VENDOR’S SHIPMENT OF PRODUCTS IN RESPONSE TO AN AFS PURCHASE ORDER) CONSTITUTES VENDOR’S ACCEPTANCE OF THESE AFS PURCHASE ORDER TERMS AND CONDITIONS AND ANY AGREEMENT TO WHICH THE AFS PURCHASE ORDER TERMS AND CONDITIONS IS ATTACHED, AND PRECLUDES VENDOR’S OBJECTION TO ANY SUCH TERMS AND CONDITIONS AND/OR VENDOR’S INCLUSION OF ANY DIFFERENT OR ADDITIONAL ITEMS, TERMS OR CONDITIONS IN ANY RESULTING ORDER EXCEPT AS SET FORTH IN WRITTEN AMENDMENT REFERENCING THESE AFS PURCHASE ORDER TERMS AND SIGNED BY BOTH AFS AND VENDOR. By accepting a AFS Purchase Order or by shipping Products in response to a AFS Purchase Order, Vendor agrees that AFS is not bound by any other term or condition of Vendor in any written acknowledgment, invoice or otherwise, that is inconsistent with or in addition to the terms and conditions hereof. All sections of the Uniform Commercial Code that expressly or implicitly protect AFS and are not inconsistent with any term hereunder are hereby incorporated by reference, whether it is construed as an offer or acceptance.

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10	Payments Subject to Claims/Defenses. All amounts payable to Vendor will be subject to all claims and defenses of AFS, whether arising from the AFS Purchase Order or any other transaction. AFS has the right to set off and deduct against any such amounts all present and future indebtedness of Vendor to AFS (which includes all of its affiliates) and may exercise this right up to [***] years from the date of the last shipment by Vendor. Vendor will be deemed to have accepted each debit amount or vendor chargeback within [***] days following receipt of notice of same, unless Vendor notifies AFS’s Accounts Payable Department (marked “Correspondence”) in writing during such period as to why the deduction should not be made and provides sufficient documentation of the reason(s) given.

11	Taxes and Other Charges. Unless otherwise agreed in writing, the contract price includes all federal, state and local taxes, tariffs, import duties, commissions and other charges, except taxes Vendor is required by law to collect from AFS. Such taxes, if any, will be separately stated in Vendor’s invoice and will be paid by AFS unless an exemption is available. Vendor will obtain and pay for any licenses, permits, or inspection by public bodies required in connection with the manufacture, completion, or delivery of the Products.

12	Force Majeure. TIME IS OF THE ESSENCE. However, AFS excuses Vendor from nonperformance or delays in delivery caused by acts of God, unforeseeable occurrences or other force majeure events, but Vendor agrees it is not excused by unexpected difficulty or commercial impracticality of any degree or by any labor difficulties or strikes. AFS may cancel the un-received portion of an AFS Purchase Order at any time if delivery of the goods is not timely. If Vendor can fulfill its delivery obligation only by shipping by premium routing, the premium charges shall be prepaid by the Vendor or, if not prepaid, then AFS reserves the right to issue chargebacks relating to the additional freight costs and administrative costs. AFS reserves the right to reject any shipment of any order of goods from Vendor and shall have no obligation to pay for the rejected shipment in the event that AFS’s business or operations are discontinued in whole or part by reason of fire, flood, earthquake, war, civil disorder or any other act or event beyond AFS’s reasonable control.

13	Indemnification. Vendor will protect, defend, indemnify and hold harmless AFS, its subsidiaries and affiliates, and its customers, and their respective directors, officers, employees, agents, contractors, successors and assigns (collectively, the “AFS Indemnified Persons”) from and against any and all claims, actions (including those in strict liability), demands, liabilities, losses, costs and expenses (including reasonable attorney’s fees), including without limitation liabilities arising from any actual or alleged injury to or death of any person, damage to any property, and any other damage or loss whatsoever and by whomsoever suffered, including Vendor’s or AFS’s agents or employees, resulting or claimed to result, directly or indirectly, from (1) the Products, including AFS’s purchase, use, shipment, storage, delivery, sale, offering for sale, or other handling of the Products, or (2) Vendor’s actual or alleged breach of any of the representations, warranties, guarantees or other terms and conditions contained herein, except as to (1) and (2) above, if such liability is caused by the sole negligence or willful misconduct of the AFS Indemnified Person seeking indemnification pursuant to this section. In addition to the foregoing, if any of the Products purchased or any part thereof is alleged or held to constitute an infringement of any patent, copyright, trade name, trademark or other intellectual property right of any third party, Vendor, at its own expense, will either (i) procure for AFS, its successors, assigns, and customers the right to continue using such Products without additional charge or expense to AFS or its successors, assigns or customers; (ii) replace the Products with non-infringing items at no additional charge or expense; or (iii) only if options (i) and (ii) are impracticable, refund the purchase price for the Products and pay all related expenses.

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	As to any claim made against AFS or its subsidiaries, affiliates, successors or assigns, Vendor expressly waives any defense or insulation from liability or immunity from suit with respect to injuries to Vendor’s employees that may be extended to Vendor as a result of any payments made by Vendor to such employees or under any applicable worker’s compensation statute or similar law or judicial decision. It is further agreed and affirmed that Vendor will hold indemnify, defend and hold harmless AFS and its subsidiaries, affiliates, successors and assigns from and against any claims made by any of Vendor’s employees, contractors or representatives working in the course and scope of their employment by Vendor or provision of services to Vendor while at any AFS location (the term “location” not being limited to any store, manufacturing plant or distribution center, but encompassing AFS and all of its affiliates and subsidiaries and their facilities), unless such claim was the sole and proximate result of the gross negligence and/or willful misconduct of AFS. Further, AFS will be held harmless from any worker’s compensation liens incurred from Vendor’s insurance carrier, third party administrator or self-administered, self-insured claims program(s). Vendor acknowledges that this provision is a reasonable request from AFS and being agreed to by Vendor in order to give Vendor employees, contractors and representatives access to AFS locations.
14	Country of Origin Requirements. Vendor warrants to AFS that it complies (or prior to the Effective Date will be in full compliance) with all federal, state and local Country of Origin labeling and related requirements, including those required by the U.S. Customs Service, those contained in the Agricultural Marketing Act, as amended by the 2002 Farm Bill, and the implementing regulations (collectively, “Country of Origin Requirements”), and will provide to AFS all reasonable assistance requested by AFS and information necessary to enable AFS to comply with the Country of Origin Requirements as they apply to Vendor’s Products. In particular, Vendor will:
14	a. label or include with all Products subject to the Country of Origin Requirements (“Covered Commodities”) that are shipped to AFS all Country of Origin information that AFS is required to display or maintain with respect to the Covered Commodities; b. comply with all record keeping and product segregation standards required by the Country of Origin Requirements and by AFS; and Breach of this warranty with respect to the Country of Origin Requirements will trigger the indemnification obligations of the AFS Purchase Order Terms and Conditions and in any agreement to which they are attached.
15	Title and Risk: Shipment. Unless otherwise indicated on the AFS Purchase Order, title and risk of loss with respect to the Products will remain with Vendor until the Products have been delivered to and accepted by AFS, or an agent or consignee duly designated by AFS, at the location specified on the front hereof. A packing slip must accompany each shipment. If a shipment is to a consignee or agent of AFS, a copy of the packing slip must be forwarded concurrently to AFS. If no packing slip is sent, the count or weight reported by AFS or its agent or consignee will be final and binding upon Vendor with respect to such shipment.
15

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16	Public Announcements. Vendor will inform and obtain the prior written consent of AFS prior to making any public announcement, through press releases or otherwise, concerning its relationship with AFS.

17	General Provisions. Any rights or remedies granted to AFS in any part of the AFS Purchase Order will not be exclusive of, but will be in addition to, any other rights or remedies that AFS may have at law or in equity. Vendor may not assign its rights and obligations hereunder without the prior written consent of AFS, which will be in AFS’s sole discretion. The rights and obligations of the AFS Purchase Order will inure to the benefit of, and be binding upon the parties hereto and their respective heirs, administrators, executors, personal representatives, successors and permitted assigns. No action, failure of action or delay by either party will constitute a waiver of any of its rights or remedies under the AFS Purchase Order. Vendor and AFS are not, and will not be, joint ventures’, partners, agents, servants, or employees or fiduciaries of the other, and do not have the power to bind or obligate the other. The waiver of a breach of any provision does not constitute a waiver of a subsequent breach of the same or different provision. The rights and liabilities of the parties under an AFS Purchase Order are governed in all respects by the laws of the United States of America and the laws of the State of Utah, without reference to or application of its conflicts of law provisions. The Parties specifically exclude the Convention for International Sales of Goods (CISG). THE PARTIES HEREBY WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY DISPUTES OR CLAIMS ARISING UNDER THIS AGREEMENT. If Vendor has previously made AFS an offer with respect to the Products, the AFS Purchase Order will not operate as an acceptance of Vendor’s offer, but rather will be deemed to be a counter-offer. If any of the terms of the AFS Purchase Order or agreement in which they are incorporated are subsequently or are now illegal, they will be severed without affecting the remaining terms. The section headings are for reference only and will not be considered controlling as to the content and/or interpretation of any section.

18	Mandatory Arbitration. Any controversy, claim or dispute of whatever nature arising between the parties arising out of or relating to the AFS Purchase Order or any agreement in which they are incorporated, or the breach, termination, enforceability, scope, or validity thereof, whether such claim existed prior to or arises on or after the execution date (a “Dispute”), will be resolved by binding arbitration in Salt Lake County, Utah, USA or other location agreed upon by AFS. The prevailing party in any such action will be entitled to recover all costs, including reasonable attorneys’ fees, at trial or in any arbitration, including such fees incurred on any appeal or petition for review, or incurred in enforcing the terms of this Agreement or other agreement including these terms.
	Neither party will commence an arbitration proceeding pursuant to the provisions set forth below unless that party first gives a written notice (a “Dispute Notice”) to the other party setting forth the nature of the Dispute. The parties must attempt in good faith to resolve the Dispute through discussions between the parties’ senior management.

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	a.	If the Dispute has not been resolved through senior management discussions as provided above within [***] days after receipt of the Dispute Notice, or if a party fails to participate in those discussions, then the Dispute will be determined by binding arbitration. The arbitration will be conducted in accordance with such rules as may be agreed upon by the parties, or failing agreement within [*] days after arbitration is demanded, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The Dispute will be determined by one arbitrator, except that if the Dispute involves an amount in excess of $[***] (exclusive of interest and costs), three arbitrators will be appointed.

	b.	Persons eligible to serve as arbitrators need not be members of the AAA, but they must have professional credentials demonstrating the ability to handle a matter of the scope and complexity of the Dispute. The arbitrator(s) will base the award on the applicable law and judicial precedent that would apply if the Dispute were decided by a United States District Court Judge and the arbitrator(s) will have no authority to render an award, which is inconsistent therewith. The award must be in writing and include the findings of fact and conclusions of law upon which it is based.

	c.	Unless the parties agree otherwise, discovery will be limited to an exchange of directly relevant documents. Depositions will not be taken except as needed in lieu of a live appearance or upon mutual agreement of the parties. The arbitrator(s) will resolve any discovery disputes. The arbitrator(s) and counsel of record will have the power of subpoena process as provided by law. The parties knowingly and voluntarily waive their rights to have any Dispute tried and adjudicated by a judge or a jury.

	d.	The arbitration will be governed by the substantive laws of the State of Utah, without regard to conflicts-of-law rules, and by the arbitration law of the Federal Arbitration Act (Title 9, U.S. Code). Judgment upon the award rendered may be entered in any court having jurisdiction. Notwithstanding the foregoing, upon the application by either party to a court for an order confirming, modifying or vacating the award, the court will have the power to review whether, as a matter of law based on the findings of fact determined by the arbitrator(s), the award should be confirmed, modified, or vacated in order to correct any errors of law made by the arbitrator(s). In order to effectuate such judicial review limited to issues of law, the parties agree (and will stipulate to the court) that the findings of fact made by the arbitrator(s) will be final and binding on the parties and will serve as the facts to be submitted to and relied upon by the court in determining the extent to which the award should be confirmed, modified, or vacated.

	e.	Except as otherwise required by law, the parties and the arbitrator(s) agree to keep confidential and not disclose to third parties any information or documents obtained in connection with the arbitration process, including the resolution of the Dispute. If either party fails to proceed with arbitration as provided in the this Agreement, or unsuccessfully seeks to stay the arbitration, or fails to comply with the arbitration award, or is unsuccessful in vacating or modifying the award pursuant to a petition or application for judicial review, the other party will be entitled to be awarded costs, including reasonable attorney’s fees, paid or incurred in successfully compelling such arbitration or defending against the attempt to stay, vacate or modify such arbitration award and/or successfully defending or enforcing the award.

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EXHIBIT B

VENDOR INSURANCE REQUIREMENTS

All coverage required under this section shall be procured from companies possessing an A.M. Best rating of A- or better.

Certificate Holder Name and Address:

Associated Food Stores, Inc.

[*****]

Must be shown as additional wording on Certificate: All insurance policies excluding workers compensation must be primary & non-contributory.

General Liability

(The following is minimal requirements)

Occurrence Basis	Yes
Additional Insured	[*****]
Each Occurrence	[*****]
Damage to Rented Premises	[*****]
Product Liability	[*****]
Personal and Advertising Injury	[*****]
Commercial General Aggregate	[*****]

Auto Liability

Any Auto

Yes

Combined Single Limit-

Bodily Injury and Property Damage

[*****]

Workers Compensation

Statutory Limits

Yes

Employers Liability

Each Accident	[*****]
Disease – Each Employee	[*****]
Disease – Policy Limit	[*****]

The insurance coverage required under this Agreement must be maintained by each vendor for a minimum period of two years following any purchase by AFS or as long as the Products are still held by AFS for resale or use, whichever is longer.

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EXHIBIT C

AFS BILLING POLICY FOR RECALLS AND WITHDRAWALS

Vendors of recalled or withdrawn products removed from sale will be charged the total of the following:

Distribution Center	$[*****] per recall regardless of Classification.
Administrative Costs	Recall processing $[***] per recall. Class I recalls requiring retailer phone calls $[***] per store.
Delivered Cost of Products	Cost of products will be billed at most recent cost to AFS for product in distribution center. (not shipped to stores) Cost of products will be billed at cost to retailer for product returned from stores.
Special Handling Costs	Any identifiable special handling costs.
Disposal/Storage Cost	Any identifiable disposal/storage costs.
Freight for Products Returned	Actual freight cost for the products returned to Vendor, if AFS has to arrange.
Retailer Handling Costs	[*****] per store per recall.
Reclamation Center Handling Costs	[*****] per unit scanned through reclaim center.

Any replacement merchandise must be placed as a new order. Trading merchandise without charge is not permissible.

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EXHIBIT D

FEE SCHEDULE

Price Protection/ Non-Compliance Fees: Up to [*****] per occurrence.

UPC/GTIN or Bill of Lading non-compliance fees: Up to [*****] per occurrence.

Sorted and Segregated Fees: Sort and Segregated charges plus administrative fees up to [*****] per occurrence.

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Exhibit 10.30

Your ID has been set up. Please use the following credentials to access the website.

UserName = [*****]

Password = [*****]

Please click on the following Link [*****]

Supplier Agreement

PAGE	Title	Sign and Return	Confirm Receipt
2	New Vendor Setup Information	X
3	New Vendor Shipping Specifications	X
4	C&S Terms Letter		X
5-7	Master Purchase Order Terms and Conditions	X
8-10	CBD Addendum to Master Purchase Order Terms	X
11	Vendor Return Letter	X
12-14	AP Setup Form	X
15-16	Insurance Form	X
17-18	W-9	X
	Blank Invoice	X
	Foreign Supply Verification letter (additional attachment)	X
19	C&S Description Letter		X
20-32	Vendor Portal Setup Letter – Deals UI & MDM		X
33-34	Contact List for Internal Resolution		X
35	Condition of Sale		X
36	EDI Letter		X
37	ISQL		X
38-39	Reclamation		X
40	On Time Performance (OTP)		X
41	Bad Pallets		X
42	LTL Information		X
43	Paybox		X
44	Recall		X
	Deals UI Packet (additional attachment)		X
	Routing Guide (additional attachment)		X
	Deduction Management Guides		X

VENDOR NAME: Palmetto Gourmet Foods , Inc

SIGNATURE: Matt Talle

	*Date: 2020-12-21*

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NEW VENDOR SETUP INFORMATION

	SECTION 1: NAME AND REMIT TO INFORMATION
Company Name: Palmetto Gourmet Foods ,Inc
Fiscal Year End:
Remit To Address Primary: 782 Columbia Highway Saluda, SC 29138
Remit to Address Secondary:
Remit to Address Tertiary:
City/State/Zip/Country: Saluda/SC/ 29138/US
Main Phone Number: [*****]
Fax:
	SECTION 2: CUSTOMER SERVICE CONTACT
Contact Name: Wendy Lewis
Contact Title: Customer Service Logistic
Contact Address Line 1: 782 Columbia Highway Saluda, SC 29138
Contact Address Line 2:
City/State/Zip/Country: Saluda/SC/ 29138/US
Phone: : [*****]
Fax:
Email: [*****]
	SECTION 3: BROKER INFORMATION
Firm Name:
Firm Address:
Firm Address line 2:
City/State/Zip/Country:
Firm Phone:
Contact Name:
Rep Phone:
Rep Email:

SIGNATURE:

Matt Talle

Date: 2020.12.21

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New Vendor Shipping Specifications

General Shipping

Do you have a direct plant ship program (Y/N) :

What is your published lead time (note if calendar or business days):

Is your company EDI compatible (Y/N):

(if not compatible, a charge of $[*****] per invoice will be instituted. For any questions, please contact [*****] @ [*****]

Do you have pick-up allowances (Y/N):

Shipping Location Name:

Shipping location address:

Shipping location address line 2:

City/State/Zip/Country:

Secondary ship point:

Shipping Location Name:

Shipping location address:

Shipping location address line 2:

City/State/Zip/Country:

Minimum Load Size:

Maximum Load Size:

Do you have private label items(Y/N):

Freight Paid: YES

Terms:

*C&S requires extended terms of 60 days on the first order*

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Re: Payment terms

Dear vendor,

In keeping with industry standards, C&S and our mutual retail customers expect payment terms to include a cash discount of, at minimum, [*****]%.

If your terms do not include a [*****]% cash discount, C&S requires an in person meeting with your national vice president of sales. C&S will not be able to expedite bringing you in as a new vendor until we are in agreement. We will maintain the appropriate line of communication with the applicable customer/s prior to finalizing our status with you.

We thank you and look forward to growing our business together.

C&S Management.

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Master Purchase Order Terms and Conditions

The undersigned company (“Seller”) does hereby agree that in consideration of purchases made, and to be made, by C&S Wholesale Grocers, Inc., its affiliates and subsidiaries, (collectively “Buyer”), that Seller shall be bound by the following terms and conditions for all purchases made by Buyer from Seller.

l. Seller, by the acceptance of orders from Buyer:

(a) guarantees that the products sold to Buyer are not adulterated or misbranded within the meaning of, and comply with, any applicable State or Federal laws or regulations, including the Federal Food, Drug and Cosmetic Act, and shall not be a product which may not, under the provisions of Section 404 and 505, be introduced into Interstate Commerce. Additionally, said products shall conform to all applicable Consumer Product Safety Standards, bans and rules issued under the Federal Consumer Product Safety Act (the “Act”) and the Federal Hazardous Substances Act (“FHSA”) and shall not be a product which is a banned hazardous product under the Act, or a banned hazardous substance under FHSA. In addition and insofar as applicable, said products have been inspected by the United States Department of Agriculture and shall not be adulterated or misbranded within the meaning of the Federal Meat Inspection act with all of its amendments, and shall not be an article which may not, under the provisions of Part 302 or 325, be introduced into Interstate Commerce. Seller represents and warrants that it is in full compliance with the Robinson-Patman Act of 1936 as amended. Seller further guarantees that any said products shall comply with all other federal laws, rules and regulations of all political subdivisions of the United States of America and with the laws, rules and regulations of the respective states and their respective political subdivisions whether now or hereinafter acted.

(b) agrees to defend and indemnify and hold harmless Buyer and Buyer’s customers, agents, officers, successors and assigns, harmless from all claims, actions, liability, damage, loss, fines or other penalties, and expenses arising or alleged to arise from patent, trademark or copyright infringement; from unfair competition; from injury to persons or damage to property due to defects or alleged defects in products sold by Seller to Buyer; in connection with a breach of the provisions set forth in Section 1(a) hereof; or from the failure of Seller to manufacture, produce, package, label or ship (if required) all merchandise and/or to furnish or supply services, equipment, or materials, in accordance with and in conformity with all legal requirements and in accordance with Buyer’s purchase order; provided, in the event the terms and conditions purchase order conflicts with or contradicts the terms and conditions of this master Purchase Order, the terms and conditions of this Master Purchase Order shall prevail.

5 | Page

(c) agrees to accept return of products that fail to conform with the terms and conditions of the Buyer’s purchase order and this Master Purchase Order and to refund to Buyer the cost of said products and all expenses connected with the return.

(d) covenants that the merchandise sold to Buyer will comply with all of Buyer’s written specifications.

(e) agrees to provide Buyer Certificates of Insurance demonstrating that Seller has insurance from an insurance company acceptable to Buyer, with a Best rating of A- or higher, covering the following:

(i) Comprehensive general liability insurance coverage in the minimum amount of $[*****] combined single limit bodily injury and property damage per occurrence/$[*****] aggregate.

(ii) Such certificate must also specifically state that this liability insurance includes blanket contractual liability or specifically state that it provides contractual liability coverage for the risks and obligations assumed under this Agreement.

(iii) “C&S Wholesale Grocers, Inc., and all Subsidiaries thereof’ and “All C&S Customers” are to be named as an Additional Insureds through broad form endorsements to the comprehensive general liability insurance policy.

(iv) Automobile liability coverage in the minimum amount of $[*****] combined single limit bodily injury and property damage per occurrence/$[*****] aggregate.

(v) Worker’s compensation coverage in accordance with the laws of the states in which Seller is conducting business in a form satisfactory to Buyer.

2. By accepting this order, Seller represents and warrants that the payment terms and cash discounts are equal to or more favorable than, the terms and cash discounts offered to all other buyers. Seller also represents and warrants that the prices of Products are equal to, or more favorable than, the prices of such Products offered to buyers of similar volume quantities of Seller’s Products. Upon request by Buyer, Seller agrees to cause a duly authorized officer of Seller to certify compliance with this Section. In addition, Buyer may retain an independent auditor to audit Seller’s compliance with this Section upon providing reasonable advance written notice to Seller. If Seller is unable to certify compliance and/or if Buyer determines that Seller has breached this Section, Seller agrees to adjust the payment terms, cash discount, and/or price of Products, as applicable, and provide any proportional rebate due and owing to Buyer as a result of Seller’s violation of this Section.

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3. If applicable, Seller guarantees that it has on file a “continuing guarantee” under the terms of the Textile Fiber Identification Act.

4. If Seller is required to furnish a Material Safety Data Sheet under the Community Right to Know Act, Seller agrees to provide Buyer the Material Safety Data Sheet for each product prior to shipment.

5. The shipper of goods supplied by Seller must certify on Bills of Lading that freight has been sorted or segregated according to sizes, brands, or other distinguishing characteristics and so tendered to the carrier.

6. Upon Buyer’s request, Seller agrees to provide Buyer Seller’s most current certified financial statements.

7. Seller agrees that the terms and conditions of this Master Purchase Order govern all transactions between Seller and Buyer and supersede any inconsistent terms on any purchase orders, confirmations, shipping documents or similar documents.

The individual signing this Master Purchase Order represents to Buyer that he or she executed this Master Purchase Order on behalf of Seller and that he or she is authorized to bind the Seller to the terms and conditions set forth above.

Name of Seller: Palmetto Gourmet Foods, Inc

Name of Person Signing on

Behalf of Seller: Matt Talle

Signature: Matt Talle

Date: 2020.12.21

Signature: Matt Talle

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Addendum to Master Purchase Order Terms and Conditions for Sellers of Products Containing Hemp-Derived Cannabidiol

This Addendum to Master Purchase Order Terms and Conditions (this “Addendum”) is attached to and made a part of that certain Master Purchase Order Terms and Conditions (the “Agreement”) dated as of __________________, both documents together referred to as (the “Purchase Contract”) between the undersigned company ( “Seller”) and C&S Wholesale Grocers, Inc., Its affiliates And subsidiaries, ( “Buyer”). The provisions in this Addendum shall govern in the event of any conflict with the provisions in the Agreement.

Seller and Buyer hereby add the following terms to the Agreement:

l. Seller, by the acceptance of orders from Buyer:

(a) guarantees that the Products containing hemp-derived cannabidiol (“CBD”) sold to Buyer comply with labeling requirements under applicable State or Federal laws or regulations, including the Federal Food, Drug and Cosmetic Act for cosmetics, foods, and dietary supplements. Seller further guarantees that any said Products shall comply with all other Federal laws, rules and regulations of all political subdivisions of the United States of America and with the laws, rules and regulations of the respective states and their respective political subdivisions whether now or hereinafter acted.

(b) guarantees that the Products containing hemp-derived cannabidiol sold to Buyer do not bear any express or implied claims of drug uses or disease treatment, including through graphics, on their labeling, packaging, or online marketing material.

(c) guarantees that the hemp used in manufacturing the Products is sourced from a grower in the United States in order to ensure that it is grown in accordance with the growing standards under Federal law.

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(d) guarantees that the hemp used in manufacturing the Products does not contain more than 0.3% tetrahydrocannabinol (“THC”) on a dry weight basis, and that the Products:

●

do not qualify as medical marijuana Products;

●

do not require a doctor’s prescription;

●

are properly labeled for retail sale and may legally be sold in the states in which such Products are sold;

●

comply with the standards and all applicable laws in the state(s) where such Product(s) are manufactured, packaged, and transported;

●

comply with all of the requirements of this Purchase Contract; and

●

no warning letters have been issued by the FDA or any other governmental entity pertaining to Supplier, Inner Workings, and/or the Products.

(e) agrees to provide up-to-date certifications that specific lots of Products have been tested by an independent certified laboratory for:

●

Non-synthetic CBD;

●

THC content of the hemp used in manufacturing the Products;

●

CBD content of the Products as stated on the Product label;

●

Microbial or other contamination;

●

Heavy metals (e.g. lead, arsenic);

●

Pesticides; and

●

Any other tests that at the discretion of Buyer may be considered appropriate in certifying the safety and integrity of the cosmetic Product.

The independent testing laboratory must be certified and licensed to analyze controlled substances in accordance with the ISO/IEC 17025:2017 testing standard. Seller must provide a copy of third-party laboratory test reports and certificates of analysis with every new shipment of the Products.

(f) agrees to the indemnification provisions set forth in Section 1(b) of the Agreement, and to defend and indemnify and hold harmless Buyer and Buyer’s customers, agents, officers,, successors and assigns, harmless from all claims, actions, liability, damage, loss, fines or other penalties, and expenses arising or alleged to arise; in connection with a breach of the provisions set forth in Section 1(a)-(e) hereof; or from the failure of Seller to manufacture, produce, package, label or ship (if required) all merchandise and/or to furnish or supply services, equipment, or materials, in accordance with and in conformity with all legal requirements and in accordance with Buyer’s purchase order; provided, in the event the terms and conditions of the purchase order conflicts with or contradicts the terms and conditions of Purchase Contract, the terms and conditions of the Purchase Contract shall prevail.

(g) agrees to be responsible for all risk associated with the sale of the Products. Upon request by Buyer, Seller agrees to buy back some or all of the Products from Buyer at any time for any reason (and in such instance, Seller will refund to Buyer within 30 days of such request the total amount paid for the Products, including, without limitation, the amount Buyer paid, shipping costs, and any other amounts). Seller would arrange to pick up such returned Products within 30 days of Buyer’s return request at Supplier’s expense. Examples of reasons Buyer may request a refund include, but are not limited to, the Products not being saleable in any state(s); Products expiration; new laws, rules, or regulations imposed in connection with the sale or marketing of the Products; if the Product(s) are damaged or slow moving or otherwise undesirable; if Buyer is required to obtain any type of license to sell the Products; if Buyer’s insurance changes; if regulatory authorities investigate or otherwise challenge Buyer’s sale of the Product(s); if retail customers are not purchasing the Products to Buyer’s satisfaction, or if Buyer no longer wishes to sell some or all of the Products.

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The individual signing this Addendum represents to Buyer that he or she executed this Addendum on behalf of Seller and that he or she is authorized to bind the Seller to the terms and conditions set forth above.

Name of Seller: Palmetto Gourmet Foods ,Inc

Name of Person Signing on

Behalf of Seller: Matt Talle

Signature: Matt Talle

Date: 2020.12.21

Signature: Matt Talle

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Exhibit 10.31

	BJ’s Wholesale Club. Inc.
	25 Research Drive, Westborough, MA 01581; Telephone: [*****]

DATE: 2020.12.09

Re: Electronic Transmission of Purchase Orders

Dear Vendor:

In an effort to expedite the order process and reduce the paperwork associated with a conventional purchasing system, BJ’s Wholesale Club, Inc. (“BJ’s”) now requires electronic data interchange (“EDI”) for transmitting purchase orders.

EDI transmission should include data fields in accordance with the [*****] as defined by the Data Interchange Standards Associated, Inc. EDI orders may be sent by one of the following methods as mutually agreed to with BJ’s: (1) EDI orders initiated by BJ’s to you either directly or through a Value Added Network (“VAN”) using [*****] transactions sets, or (2) EDI orders transmitted by you to BJ’s through a Vendor Managed Inventory (“VMI”) system using [*****] transaction sets. All EDI purchase orders require acknowledgments. In the event any EDI purchase order you receive contains data questionable for whatever reason, please contact your BJ’s replenishment specialist immediately so the EDI purchase order can be retransmitted via email. EDI purchase orders shall be effective when received with the correct trading or vendor identification code at the receiving party’s designated terminal or network mailbox, and such party transmits a functional acknowledgment to the other party. Please provide an EDI ID number in the applicable space at the end of this letter.

Transmission of an offer to buy or sell from one party to the other shall be effective as an offer when it is received as described above. Unless otherwise agreed in writing, such offer shall be deemed accepted as provided in the enclosed BJ’s vendor enrollment package. Failure by either party to object to any term of an order transmitted as described above within three days of receipt off the applicable purchase order as described above shall be considered acceptance of those terms. Each party shall implement appropriate security procedures to ensure proper authorization of the transmissions it originates and to prevent improper disclosure of business data, including trading or any vendor identification codes. BJ’s may cease sending or receiving orders via EDI upon notice to you.

This procedure is intended to expedite the ordering process. The terms of this and all future purchase orders will be BJ’s standard purchase order terms and conditions, a copy of which is enclosed. A purchase order transmitted by EDI is a “writing” within the meaning of any applicable law that requires a written document for an enforceable contract. It is agreed that neither party will raise the statute of frauds, lack of writing, or lack of signatures as a defense in any dispute which may arise regarding any EDI transaction between our companies.

To indicate your agreement to the foregoing, please complete and sign and return a copy of this letter to BJ’s. Thank you for your cooperation on this matter.

	Very truly yours,

	[*****]
	President & Chief Executive Officer

Vendor Name: Palmetto Gourmet Foods, Inc

Please complete as applicable:

By:		EDI ID No: [*****]
	(Authorized Signatory)

Print Name: Matt Talle

Date: 2020.12.09	Primary Email Address: [*****]

	Secondary Email Address: [*****]

PURCHASE ORDER TERMS AND CONDITIONS
BJ’S WHOLESALE CLUB, INC.

The shipment and sale of products by Vendor or its affiliates (“Vendor”) to BJ’s Wholesale Club, Inc. and its subsidiaries and/or affiliates, including BJNH Operating Co., LLC and BJME Operating Corp. (collectively “BJ’s”), pursuant to a purchase order transmitted by electronic data interchange (“EDI”), shall be subject to the terms and conditions set forth herein unless otherwise agreed to in writing by Vendor and BJ’s.

SHIPPING AND INVOICING INSTRUCTIONS. All shipping cartons must be labeled to clearly identify the goods shipped and the corresponding Order. Complete shipping and packaging instructions are as specified in BJ’s Routing & Packaging Guide or in the terms of any applicable letter of credit which are a part of this Order. Any exceptions to BJ’s routing, packaging, and/or shipping requirements must be requested and approved, in writing, through BJ’s Supply Chain Integration Department.

Each invoice and each shipping document shall reference and be submitted in sequence with the corresponding Purchase Order number, the complete ship to address including BJ’s three digit number, the number of cartons, the weight, the name of the carrier and, if applicable, the name of the consolidator.

BJ’s will only accept invoices for payment via EDI transmission. One invoice may relate to only (a) one Order, (b) one shipment (bill of lading), and (c) one point of final destination (a store or a warehouse). An invoice of more than one page shall be clearly marked to show the page numbers. The Vendor on the invoice shall be the same as the Vendor on the Purchase Order. Invoices not in compliance with instructions contained herein will be returned to Vendor for correction.

Vendor agrees that BJ’s shall continue to be entitled to any and all discounts and shall not be otherwise penalized due to any delay in payment attributable to the failure of Vendor to comply with BJ’s invoicing requirements.

All Proofs of Delivery requested by BJ’s must be submitted to BJ’s within eight months of shipment date.

PAYMENT TERMS AND PAYMENT REMITTANCE Unless otherwise agreed to in writing by BJ’s, payment terms commence upon receipt of goods or receipt of invoice, whichever is later. BJ’s shall have no obligation to make payment hereunder prior to receipt of all goods ordered hereunder and receipt of invoice at BJ’s home office address listed in Section 15 (b), unless agreed to in writing by BJ’s.

Invoices will be paid via electronic funds transfer (“EFT”) payments. Payments will be on hold until EFT information has been received from Vendor. Remittance detail will be available on the BJ’s Vendor Portal for approximately [*****] months from payment date. If requested, remittance detail can be provided via [*****].

INSURANCE REQUIREMENTS. Vendor agrees to obtain and maintain at its expense Commercial General Liability insurance coverage which includes at minimum both products and completed operations coverage with the Vendor’s Broad Form Endorsement and which specifically names BJ’s as an Additional Insured in such amounts and containing such other provisions which shall be satisfactory to BJ’s and in compliance with BJ’s Insurance Requirements previously provided to Vendor. If Vendor’s work hereunder involves operations by Vendor on the premises of BJ’s or one of its customers, Vendor shall take all necessary precautions to assure that the work is carried out in a safe and lawful manner shall obtain and maintain in addition to the coverage described above worker’s compensation insurance at statutory limits and auto liability insurance in an amount of $[*****] listing BJ’s as an additional insured as its interests apply. Payment of invoice is conditional upon Vendor supplying to BJ’s satisfactory evidence of compliance with insurance requirements and Vendor agrees that BJ’s shall continue to be entitled to any and all discounts and shall not be otherwise penalized due to any delay in payment attributable to the failure of Vendor to comply with BJ’s insurance requirements.

ACCEPTANCE - ORDER. An Order shall not be effective until (a) for verbal orders, it is confirmed in writing by an authorized employee of BJ’s, (b) Vendor transmits a functional acknowledgment within [*****] days of receipt of an Order in the case of an Order by EDI, or (c) BJ’s transmits a functional acknowledgement and fails to object within [*****] days to a Vendor-initiated EDI Order under a Vendor Managed Inventory (“VMI”) system. Goods “put in work” or shipped prior to fulfillment of the above conditions are at Vendor’s risk.

By shipping the goods ordered on this Order, or by performing the services specified by this Order, or by unconditionally acknowledging receipt of this Order, Vendor accepts and agrees to the terms and conditions of this Order. Notwithstanding the above, Vendor shall be deemed to accept this Order upon the terms stated in this Order unless Vendor shall give written notice of rejection within [*****] days of the date of this Order. These terms and conditions constitute an offer by BJ’s which may be accepted only on these terms and conditions. Any proposal for different or additional terms or any attempt by Vendor to vary in any degree any of the terms of this Order in Vendor’s acceptance, confirmation or other material is hereby objected to and rejected by Br s, but such proposal shall not operate as a rejection of this Order unless such variances are in the terms of the description, quantity, price or delivery schedule of the goods, but shall be deemed a material alteration thereof, and this Order shall be deemed accepted by the Vendor without said additional or different terms.

INSPECTION, ACCEPTANCE OR REJECTION OF GOODS. Receipt by BJ’s of any goods, irrespective of any contrary terms contained in documents accompanying any goods delivered, shall not be deemed an acceptance. Any such receipt shall evidence only the time, place and quantity of cartons or other shipping containers received. At BJ’s option, goods offered upon terms other than those stated in this Order, or not in every respect as ordered by BJ’s or as warranted, or not shipped in compliance with BJ’s Transportation Routing and Packaging Guide may be (a) rejected (or acceptance thereof revoked) in whole or in part, and the goods rejected may be either returned to Vendor, at Vendor’s risk and expense, or held by BJ’s for Vendor’s account, at Vendor’s risk and expense, whether or not any previous non-conforming shipment has been previously accepted by BJ’s, and in either such event BJ’s shall receive a credit for the amount rejected. If any shipment shall be short, in lieu of rejecting the same, BJ’s may elect to accept the same and receive a credit for the shortage. In addition, BJ’s may elect to correct any non-conformity and charge back Vendor for its cost or expense in accommodating such non-conformity as a condition to its acceptance.

Until reasonable instructions are received from Vendor as to goods rejected by BJ’s, BJ’s is under no duty as to goods which are perishable or threaten to decline in value speedily. If Vendor shall refuse to accept any goods properly returned, BJ’s may, at its option, recall the goods from the carrier and retain custody thereof, without liability of any kind to the Vendor for the purchase price, loss or damage thereto, or otherwise, it being agreed that such action by BJ’s shall be solely as agent for Vendor and for Vendor’s account as owner of the goods, and to reduce charges accruing against Vendor and loss of value of the goods. If Vendor shall fail to request and accept delivery of the goods from BJ’s within two weeks after BJ’s has recalled same, then BJ’s may thereafter, at its option, sell said goods at public or private sale without notice to Vendor and for such price as BJ’s elects, in which case BJ’s sole obligation to Vendor shall be the gross proceeds of the sale less all costs incurred by BJ’s in effecting the sale. With respect to nonperishable, seasonal merchandise, acceptance of any Order is conditioned upon Vendor’s agreement to grant BJ’s discounts, rebates or allowances sufficient to enable BJ’s to resell the goods at a reasonable profit where, based on customer demand for or the seasonal nature of the goods, Vendor is not able to sell substantially all of such goods at BJ’s original retail price for such goods within the customary annual selling period for such seasonal merchandise. For purposes of this paragraph, seasonal merchandise shall refer to merchandise, which due to changing weather conditions or the availability of materials or commodities, is customarily sold or is suitable for use by customers primarily during regular, limited periods of the year.

6.	CHANGES, MODIFICATIONS. These terms and conditions may be waived or changed only by a writing signed by an authorized BJ’s employee.

7.	TERMINATION. BJ’s reserves the right to revoke this Order at any time without liability prior to shipment by Vendor. BJ’s reserves the right to cancel this Order or any part thereof if Vendor fails to comply in every respect with any of the terms or conditions of this Order.

PRICES. Prices shall be as specified on the face of the purchase order or as posted to BJ’s price file in the case of VMI orders. Where Vendor and BJ’s have mutually agreed to payment via a letter of credit, any such letter of credit shall be in a form satisfactory to BJ’s with payment terms of net thirty days. Vendor warrants that prices shown on the purchase order shall be complete and no additional charges of any type shall be added without BJ’s express written consent. Such additional charges include, but are not limited to, shipping, packaging, labeling, customs duties, taxes, storage, insurance. Vendor’s prices shall not be higher than that last quoted to BJ’s. Vendor warrants that the prices, discounts, allowances and rebates on the goods sold to BJ’s pursuant to this Order are not less favorable than those currently extended to any other similarly situated customer for the same or like articles in equal or lower quantities. Vendor agrees to reduce prices or increase discounts, allowances and rebates prospectively in the event of any general price reduction and retroactively in the event that more favorable terms have been made available to other comparably situated customers of Vendor during the term of this Order.

SHIPMENT AND RISK OF LOSS. Risk of loss or damage shall pass to BJ’s upon acceptance of delivery at the FOB point on the face of the Order. If Vendor shall fail either to use the carrier or consolidator directed by BJ’s or to follow the shipping instructions applicable to the Order, the Vendor shall bear the entire cost of the resulting freight-in or other additional freight costs.

10.

DELIVERIES. Time is of the essence of this Order.

11.

WARRANTIES: QUALITY AND COMPLIANCE WITH THE LAWS. The warranties contained and reserved herein shall be cumulative and in addition to any other warranties provided by law, including but not limited to those provided in the Uniform Commercial Code. All warranties shall survive BJ’s inspection, acceptance and payment, and shall run to BJ’s, its successors, assigns and customers and users of products sold by BJ’s. Vendor expressly warrants that all goods and services covered by this Order shall conform strictly to specifications, samples or other descriptions upon which this Order is based, be new and of good quality, be free from defects in material and workmanship, and will be merchantable, safe, fit and sufficient for the purpose intended, and that the handling, wearing, consumption or use of the same will not cause harm to any person or damage to any property.

Vendor warrants that all laws, executive orders, ordinances, rules and regulations of federal, state and local governments and political subdivisions and agencies thereof, (herein collectively referred to as “Laws”) applicable to the goods, or services provided, or the processing, production, packaging, labeling or identification thereof, will be complied with, and that the price and other terms of sale and all promotional and advertising matter furnished by Vendor comply with all such Laws. Laws include but are not limited to those identified in the following two sentences. Vendor warrants that any products described in this Order have been produced and labeled in compliance with, and have not been, are not, will not be, adulterated or misbranded within the meaning of any state law or The Food and Drug Act (1906) as amended, and any regulations issued thereunder in force at the time of delivery to BJ’s. Vendor warrants that the goods, where applicable, conform to The Federal Food, Drug and Cosmetics Act of 1938, The Federal Fair Labor Standards Act, The Consumer Product Safety Act, The Consumer Product Safety Improvement Act of 2008 (CPSIA), The Insecticides Act, regulations of the Environmental Protection Act and have been labeled, advertised and invoiced in accordance with the requirements of The Wool Products Labeling Act of 1938, The Fur Product Labeling Act, The Textile Fiber Product Identification Act, The Federal Hazardous Substance Labeling Act and The Clean Air Act, and have been shown by reasonable and representative tests in accordance with The Flammable Fabrics Act to be not so highly flammable as to be dangerous when worn by individuals. Vendor warrants that all electrical appliances and devices are in compliance with the requirements and bear the seal of Underwriters Laboratories, Inc. Vendor warrants that tariff rates for prepaid shipments have been properly and duly filed by their carrier in accordance with regulations of the Surface Transportation Board and other applicable laws.

Vendor shall provide BJ’s or appropriate authorities with certificates of compliance or conformity with any applicable laws or regulations for all goods covered by this Order, including without limitation, the Consumer Product Safety Improvement Act of 2008. Without limiting the foregoing, Vendor warrants, and Vendor agrees to provide BJ’s with accurate information as BJ’s may reasonably request and/or a signed guarantee in the form, if any, prescribed by such laws before payment is required to be made, that the , weights, measures, sizes, legends and descriptions, if any, stamped, printed or otherwise attached to the goods or containers or referring to the goods are correct and comply with such laws.

Vendor warrants that the goods, their title, markings, labels, design and appearance and their sale and resale do not infringe any patents, trade marks, service marks, trade names, copyrights or other rights of others, or unfairly compete therewith, and that the resale of the goods by BJ’s, to any person, in any place, with or without any such markings, labels, design or appearance is not restricted in any manner whatsoever.

Vendor agrees that all labels containing BJ’s name or trademark or otherwise identifying BJ’s will be removed from any goods not shipped to BJ’s, and that all such excess labels over amounts required to fill BJ’s orders will be disposed of as BJ’s shall direct, and that in no way will any label, trademark or other identification of BJ’s be used by Vendor, or permitted by Vendor to be used, on or in connection with any goods other than goods shipped to BJ’s.

Vendor warrants that it will comply in all material respects with BJ’s Vendor Code of Conduct provided herewith.

12.

INDEMNIFICATION. In consideration of the purchase of products by BJ’s Wholesale Club, Inc. (“BJ^.’s”) from the below-named vendor (“Vendor”), Vendor shall hold harmless, indemnify, and defend BJ’s, its affiliates, divisions, subsidiaries (including BJNH Operating Co., LLC and BJME Operating Corp.), successors and assignees and each of their respective officers, directors, shareholders, agents and employees (collectively “Customer”) from and against any and all losses, damages, liabilities, claims, demands, suits, expenses and out-of-pocket costs (including reasonable attorneys’ fees and expenses) incurred in connection with any and all suits, claims, demands or liabilities whatsoever of every name and nature, both in law and equity, arising out of or resulting in any way from (a) any actual or alleged defect in any product provided by Vendor to Customer (each, a “Product”); (b) any act or omission, negligence or willful misconduct of Vendor or any of its agents, employees or subcontractors relating to the purchase or sale of any Product; (c) any actual or alleged breach by Vendor of any warranty, guarantee or certificate issued to Customer; (d) any actual or alleged infringement by Vendor or any Product of any patent, trademark, copyright, trade secret or other intellectual property right of a third party; (e) the design, manufacture, production, assembly, packaging, labeling, shipping, advertising or sale of any Product; and (f) any demand, complaint, claim or legal action, whatsoever, from any source, alleging damage, death, illness or injury to any person or property resulting from the manufacture, purchase, sale, consumption and/or use of any Product; in each case, whether foreseen or unforeseen, and provided that Vendor shall have no responsibility with respect to liability to the extent resulting proximately from Customer’s negligence or willful misconduct.

In the event of a claim, lawsuit or other matter covered by this Agreement, Customer shall promptly notify Vendor in writing and Vendor shall have the opportunity to assume full responsibility for the defense and resolution of such claim, lawsuit or matter; provided however, that a) Vendor shall appoint counsel acceptable to Customer, b) Vendor, its agents, representatives, attorneys or insurers shall not bind Customer in settlement, without its prior written consent, and c) Customer shall be permitted to participate in its own defense at its own expense. This Agreement shall survive any expiration of the parties’ purchase and sale relationship with respect to any Products purchased.

13.

REMEDIES. No receipt, acceptance, resale, payment or other act or omission by BJ’s shall bar BJ’s at any time from proceeding against Vendor for any breach of contract or warranty or from exercising any remedies BJ’s may have as a result of the failure of Vendor, or the goods, to comply with the provisions of this Order. No modification or exclusion of any warranty, express or implied, shall be effective unless agreed to by BJ’s in a separate written instrument executed by BJ’s solely for that purpose. Vendor agrees that damage or loss resulting from goods not meeting warranty standards will be deemed as having been proximately caused by Vendor’s warranty breach, whether or not BJ’s or BJ’s customers have previously examined goods. No warranty shall be excluded because of BJ’s examination of, or refusal to examine, goods. If any claim shall be made against BJ’s alleging facts which if true would be a breach of any warranty or other agreement of Vendor, BJ’s shall have the right to withhold from any payments due to Vendor or any of its affiliates, until the resolution of such claim, so much as BJ’s estimates to be a reasonable reserve to satisfy said indemnity. If, after satisfaction of said indemnity, there is any remaining reserve, said reserve will be paid to Vendor.

Complaints or any notice of Vendor’s breach will be considered to be made within a reasonable time if made within a reasonable time after notification is given to BJ’s by BJ’s customers.

With respect to any goods sold or otherwise disposed of that shall be the subject of any suit or claim, Vendor shall compensate BJ’s for the damage, loss or expense suffered by BJ’s. With respect to any goods not sold or otherwise disposed of that shall be the subject of any suit or claim, BJ’s shall have the right to return the same for full credit.

Nothing herein shall exclude any other rights or remedies to which BJ’s is entitled by law or in equity.

14.

ALTERNATIVE DISPUTE RESOLUTION. The parties agree that, before initiating any litigation concerning this agreement or their respective obligations hereunder, except for claims for equitable relief, they will attempt in good faith to resolve their dispute through an acceptable alternative dispute resolution procedure. Each party covenants 1) not to unfairly use litigation or the threat of litigation to harass or intimidate the other party, and 2) not to assert frivolous claims or defenses in any dispute between them.

15.

MISCELLANEOUS

	(a)	BJ’s shall be entitled to set off any amounts owing at any time from Vendor to BJ’s or any of its affiliated companies against any amount payable at any time by BJ’s or such affiliates in connection with this Order.

(b)

Neither this Order nor any right/duty hereunder is assignable except the assignment to a factor of the right to receive payments hereunder. Such assignment must be in writing, signed by an authorized agent of Vendor and sent postage prepaid, return receipt requested, to Accounts Payable, BJ’s Wholesale Club, and [*****]. If any rights of Vendor to receive payment hereunder shall be assigned to a factor, then even after notice to BJ’s of such assignment, the assignees shall be bound by, and subject to, any defenses which BJ’s may have against Vendor and any agreements made by BJ’s and Vendor regarding the goods or payment therefor, whether arising before or after such assignment, including, without limitation, any claims for defects or returns and any allowances, credits or rebates for any purpose. The foregoing rights of BJ’s may not be waived except in a writing signed by the President or Chief Financial Officer of BJ’s.

	(c)	If this Order is marked “Return Allowed”, or “Guaranteed Sale”, BJ’s may at any time or times return unsold goods for full credit. If this Order is so marked or marked “Consignment”, BJ’s shall be liable for payment only as goods are sold and BJ’s may at any time or times return unsold goods. In either event, Vendor shall accept such goods returned and pay the transportation costs for such returns. If this Order is marked “Hold For Release” it is not a firm order and may be cancelled by BJ’s at any time for any reason whatsoever with no liability and any monies paid to Vendor shall be promptly refunded to BJ’s.

	(d)	In no event shall BJ’s be liable for anticipated profits or for incidental or consequential damages. BJ’s liability on any claim of any kind for any loss or damage arising out of or in connection with or resulting from this Order or from the performance or breach thereof shall in no case exceed the price allocable to the goods or services or unit thereof which gives rise to the claim. BJ’s shall not be liable for interest charges or penalties of any description. No lawsuit may be brought against BJ’s on account of any breach by BJ’s unless the suit shall be instituted within one year of the date of the breach.

	(e)	BJ’s reserves the right, in case of fire, vandalism, malicious mischief, other casualty, war, civil commotion, embargo, governmental regulation or labor dispute or any event beyond its reasonable control to cancel this Order in whole or in part with no liability whatsoever.

	(f)	The terms and conditions of: (i) this Order, (ii) BJ’s Transportation Routing and Packaging Guide, and (iii) Invoicing and Merchandising Requirements, together with any and all written instruments executed by BJ’s which explicitly state they are in addition to the terms and conditions of the Order, are all a part of this Order and together constitute the entire agreement between Vendor and BJ’s with respect to the subject matter of this Order.

	(g)	The invalidity of any provision contained herein shall not affect the validity of any other provision. BJ’s failure to insist on performance of any term or condition or to exercise any right or privilege shall not waive any such term, condition, right or privilege.

(h)

Any suit or proceedings by Vendor against BJ’s or any of its agents shall be governed by the laws of the Commonwealth of Massachusetts and shall be brought only in courts of proper jurisdiction located in the Commonwealth of Massachusetts. This agreement shall be enforced in accordance with the Uniform Commercial Code as adopted, amended and construed from time to time in Massachusetts. Vendor shall not disclose any confidential information of BJ’s or the existence or terms of any Order, except as necessary for performance of this Order, without the prior written approval of BJ’s.

Import Orders shall be shipped in full 40-foot container quantities unless BJ’s specifies otherwise. Vendor shall be responsible for any additional costs incurred for failure to ship such Orders in full container quantities. BJ’s reserves the right to charge Vendor a fee of up to $[*****] for each amendment to a letter of credit proposed by Vendor and for each violation by Vendor of the terms of such letter of credit. Vendor shall be liable to BJ’s for any additional customs duty levied on BJ’s where Vendor has incorrectly calculated the amount of such duty in any sales quotation to BJ’s.

	BJ’s Wholesale Club, Inc.
	[*****]

CERTIFICATE OF INSURANCE

STATEMENT OF FACT

When BJ’s Wholesale Club, Inc. does not manufacture, assemble, package, repackage, install or in any way alter or modify the products, BJ’s Wholesale Club, Inc. does not accept the liability for manufacturing defects for any of the products sold in its warehouses. Each manufacturer, supplier and vendor must accept complete responsibility for its respective products. In addition, each manufacturer, supplier and vendor must defend and indemnify BJ’s Wholesale Club, Inc. from any claims alleging injury or damages resulting from their products.

To establish this business relationship, each manufacturer, supplier and vendor must agree to the terms and conditions listed below. Each manufacturer, supplier and vendor is required to carry the following types of insurance: General Liability including Products/Completed Operations Coverage’s and Contractual Liability Coverage’s. BJ’s Wholesale Club, Inc. must also be listed as an additional insured via the Additional Insured — Vendors endorsement, ISO form # [*****] (or equivalent) and an Indemnification agreement must be signed.

The use of alternative Risk Management arrangements such as Captives, Risk Retention Groups and Self-Insurance are acceptable upon review by BJ’s Wholesale Club, Inc.’s Risk Management Department. Additional information may be required.

All vendors who utilize Self-Insurance or a combination of Self-Insurance and Insurance to satisfy the General Liability / Products Liability insurance requirements must submit their company’s most recent financial information for review when the Self-Insurance Retention (SIR) amount exceeds $[*****].

Vendor shall return to BJ’s Wholesale Club, Inc. the following three (3) documents:

1.	A Certificate of Insurance naming BJ’s Wholesale Club, Inc. as an additional insured.

2.	Vendor’s Endorsement ISO form # [*****] (or equivalent) Endorsement Name: Additional-Insured Vendors (or equivalent)

3.	Signed and dated Indemnification Agreement provided by BJ’s Wholesale Club, Inc.

No vendor will be approved until the above mentioned documentation has been received. PRODUCTS LIABILITY RATING SCHEDULE

Many of the products sold by BJ’s Wholesale Club, Inc. have inherent and operational qualities that present the opportunity for an accident that could result in bodily injury or property damage.

The products sold are rated into three (3) categories:

Category I

These products determined to be neither inherently nor operationally dangerous. Examples include apparel, videotapes, books and jewelry.

Category II	Those products that may not be inherently dangerous, but if used improperly or fail operationally could cause an injury or damage.

	Examples include electric fixtures (lights, fans), baby products, food items (except fresh/frozen meats/seafood and related items are category III), electric signs, furniture and some household appliances.

Category III	Those products that is both inherently dangerous and operationally dangerous.

	Serious injury may result from an accident with or without a product defect.
	Examples include electric and power tools with exposed moving parts such as saws (table, circular). Also, chemicals labeled as highly toxic, lawn mowers, edgers, grass trimmers, gas grills, go carts and pool chemicals, also fresh/frozen meats/seafood and related items.

INSURANCE LEVELS

Category I	$[*****] million
Category II	$[*****] million
Category III	$[*****] million or higher

CERTIFICATE REQUIREMENTS

●	BJ’s Wholesale Club, Inc. must be named as additional insured via the Additional Insured — Vendors endorsement, ISO form # [*****] (or equivalent).

●	The coverage period must be for a minimum of [*****] year from issue date and renewed yearly thereafter.

●	Written notification of insurance coverage cancellation to BJ’s Wholesale Club, Inc. is required at least [*****] days prior to coverage cancellation date.

●	The certificate must have a valid recognizable signature.

VENDOR’S ENDORSEMENT

●	A standard vendor’s endorsement ISO form # [***] (or equivalent) for all products. BJ’S INDEMNIFICATION AGREEMENT**

●	Each manufacturer, supplier or vendor must execute the enclosed Indemnification Agreement and return to BJ’s Wholesale Club, Inc. prior to the initial shipment of merchandise.

Copies of Certificates of Insurance must be provided to BJ’s Wholesale Club, Inc. buyer prior to the initial shipment of merchandise. The Certificates of Insurance should be sent to the address below.

BJ’s Wholesale Club, Inc.
[*****]
[*****]
Attn: Insurance Compliance

INDEMNIFICATION AGREEMENT

In consideration of the purchase of products by BJ’s Wholesale Club, Inc. (“BJ’s”) from the below-named vendor (“Vendor”), Vendor shall hold harmless, indemnify, and defend BJ’s, its affiliates, divisions, subsidiaries (including BJNH Operating Co., LLC and BJME Operating Corp.), successors and assignees and each of their respective officers, directors, shareholders, agents and employees (collectively “Customer”) from and against any and all losses, damages, liabilities, claims, demands, suits, expenses and out-of-pocket costs (including reasonable attorneys’ fees and expenses) incurred in connection with any and all suits, claims, demands or liabilities whatsoever of every name and nature, both in law and equity, arising out of or resulting in any way from (a) any actual or alleged defect in any product provided by Vendor to Customer (each, a “Product”); (b) any act or omission, negligence or willful misconduct of Vendor or any of its agents, employees or subcontractors relating to the purchase or sale of any Product; (c) any actual or alleged breach by Vendor of any warranty, guarantee or certificate issued to Customer; (d) any actual or alleged infringement by Vendor or any Product of any patent, trademark, copyright, trade secret or other intellectual property right of a third party; (e) the design, manufacture, production, assembly, packaging, labeling, shipping, advertising or sale of any Product; and (f) any demand, complaint, claim or legal action, whatsoever, from any source, alleging damage, death, illness or injury to any person or property resulting from the manufacture, purchase, sale, consumption and/or use of any Product; in each case, whether foreseen or unforeseen, and provided that Vendor shall have no responsibility with respect to liability to the extent resulting proximately from Customer’s negligence or willful misconduct.

	2020.12.09
	Date Signed

	Palmetto Gourmet Foods,Inc
	Name of Vendor

	Matt Talle
	Name of Authorized Officer

	Chief Strategy Officer
	Title of Authorized Officer


	Signature of Authorized Officer

	782 Columbia Highway Saluda, SC 29138
	Address of Vendor

INVOICING AND MERCHANDISING REQUIREMENTS

BJ’s requires that a delivery appointment be scheduled with the receiving warehouse before shipment. Deliveries will not be accepted without a delivery appointment. Any shipping or storage costs incurred due to an early or late delivery or no delivery appointment being scheduled will be the vendor’s responsibility.

Early shipment, overshipment, unauthorized back orders, and unauthorized SKU substitutions will not be accepted. They will be returned to the vendor and the vendor will be charged for the return freight expense.

Our Accounts Payable system is driven by our Purchase Order. It is the vendor’s responsibility to verify that their costs agree with the costs quoted on our Purchase Order.

BJ’s will only accept invoices for payment via EDI transmission.

Invoices shall be paid via electronic funds transfer (“EFT”) payments. Payments will be on hold until EFT information has been received from Vendor. Remittance detail will be available on the BJ’s Vendor Portal for approximately 3 months from payment date. If requested, remittance detail can be provided via [*****].

All vendor correspondence should be mailed to the following address:

BJ’s WHOLESALE CLUB, INC.

[*****]

Our system requires that the vendor bill one invoice per shipment., and that each invoice must reference only one purchase order number. Unauthorized multiple billings against one shipment require manual processing outside our system and will delay payment to the vendor. BJ’s will appropriate applicable discounts lost due to incorrect vendor billings. BJ’s also reserves the right to return incorrectly billed invoices, and to request a corrected invoice before payment is processed. Terms would then commence upon receipt of the corrected invoice.

BJ’s requires only one original invoice copy with a unique numeric invoice number on the first page. Please do not subtotal multiple page invoices. Please staple multiple page invoices together. All invoices printed on continuous form paper must be separated.

Every invoice must list our Purchase Order number (nine characters) and our “Ship To” Club number and address on the face of the first page of the invoice. Each invoice must reflect only one Purchase Order number. Invoices that reference an incomplete or invalid Purchase Order, or an improper “Ship To” address, or more than one Purchase Order number will be returned to the vendor for correction. Payment terms will commence upon receipt of the corrected invoice.

BJ’s requires that the vendor invoice state the payee’s name and remittance address. Request for payee/remittance address change must be submitted in writing on the vendor’s company letterhead and signed by the vendor’s principal officer.

BJ’s policy is that invoice payment due dating will commence, per terms, upon receipt of goods at the warehouse, or receipt of the vendor’s invoice at Corporate. This depends upon the arrangement the buyer has made with the vendor. Goods must be received before payment can be made.

BJ’s requests that the vendor invoice line items are listed in the same order as the Purchase Order line items. The invoice must be in the same unit conversion as the Purchase Order.

BJ’s encourages the use of our style number on all vendor invoices to speed up timely invoice reconciliation.

BJ’s requires that all vendor discrepancy claims be supported by:

Ø	A copy of the vendor’s invoices

Ø	A copy of the BJ’s check on which the discrepancy appears

Ø	Proof of Delivery if the claim is in dispute of a merchandise shortage debit

Ø	A cover letter summarizing the claim contents and total amount of the claim

* BJ’s WILL NOT ADDRESS ISSUES UNDER $[*****].

BJ’s reserves the right to deny vendor claims that are not submitted within one year of the original transaction date. All requests for Proof of Deliveries must be submitted to BJ’s before the Carrier’s nine-month statute of limitation has expired.

Exhibit 10.32

BASHAS’ INC.

VENDOR CREATION REQUEST FORM

Bashas’ AJ’s Fine Foods Food City Diné

A/P Category (Bashas’ Use Only)__________________________

A/P Dept (Bashas’ Use Only)_________________________________________

Vendor Name:

(please type or print legibly)

Palmetto Gourmet Foods

(as it appears on invoice)

Product Distributed By:

(if other than Vendor)

VENDOR ADDRESS & PHONE NUMBERS

Address 1:		782 Columbia Highway,
Address 2:
City :		Saluda				State:	SC		Zip:		29138 -
Country:		United States
Phone:	[*]			Cell:	( ) -			Fax:		( ) -
Buyer Contact :			Matt Talle
E-mail:	[*****]

REMIT TO ADDRESS (if different than Vendor Address)

Address 1:
Address 2:
City :				State:		Zip:		-
Country:
Phone:	[*]	Cell:	( ) -		Fax:		( ) -

Payment Terms:	[*****]	Federal Tax ID #:		[*****]
Vendor DUNS #:	[*****]	Vendor Comm ID/DEX # :
Acct Contact:	[*****]	Email:	[*****]

Note: Vender terms’ due date is based upon the date goods or services are received.

Bashas’ policy is to issue checks totaling less than $3,000 on the Monday following the due date.

Revised Bashas’ Vendor Form 04/16/2018

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02/10/2024

MANDATORY - ATTACH THE FOLLOWING

1) PROOF OF INSURANCE

2) COPY OF AN APPROVED INVOICE (SIGNED BY CATEGORY MANAGER)

3) VENDOR AGREEMENT

4) PRODUCT DISPOSITION CHUTE OPTIONS

Vendor Signature:

Date:

7-2-2021

Revised Bashas’ Vendor Form 04/16/2018

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02/10/2024

BASHAS’ INC.

VENDOR CREATION REQUEST FORM

*****************************************Office Use Only*****************************************

Buyer Assistant/Clerk:		Date:
(Your signature means all information has been verified)			(mm/dd/yyyy)

Buyer/Manager Approval:		Date:
(Your signature means you have reviewed this form and approved payment terms)			(mm/dd/yyyy)

Vice-President Approval:		Date:
(Your signature authorizes this vendor to be setup as a continuous vendor with the approved terms stated above)			(mm/dd/yyyy)

Date Sent to Finance:
	(mm/dd/yyyy)

Finance Dept Approval:

Critical Level:

(Your signature means this form and attachments have been reviewed and approved by the Finance Department)

Date Sent to Accounting:
	(mm/dd/yyyy)

Accounts Payable System Entry

Entered By:	Sort Code:	Date:
Proofed By:		Date:
(Your signature means all information was properly entered into the Accounts Payable System)			(mm/dd/yyyy)

Date Copy of Returned To Buyer Assistant/Clerk:
	(mm/dd/yyyy)

A/P Vendor #:		A/R Vendor #:
DSD Vendor #:		WW Vendor #:

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02/10/2024

BASHAS’ INC.

VENDOR CREATION REQUEST FORM

Warehouse Information (Vendors Please Fill Out)

Ship From Address (if different than Vendor Address)

Ship From Address:			782 Columbia Highway,
City :		Saluda				State:	SC		Zip:		29138
Country:		USA
Phone:	[*]			Cell:	[*]			Fax:		( ) -

Shipment and Delivery Information

Freight Rate	Pre-Paid
Freight Type	-
Freight Pmt Method	-
Delivery Method	- Pallets
Pickup Allowed	[*****]
Pickup Point	782 Columbia Highway Saluda SC 92138
Pickup Rate
Pickup Type	- Doc
Max Shipment Qty	[*****]
Min Shipment Qty	[*****]
Lead Time	[*****]
Weighting Code	[*****]
Delivery Days	Sun ☐ Mon ☐ Tues ☐ Wed ☒ Thur ☒ Fri ☒ Sat ☐

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BASHAS’ INC.

VENDOR CREATION REQUEST FORM

Broker Information

Rep 1 Company:

[*****]

Ship From Address:

[*****]

City :

[*****]

State:

[*****]

Zip:

[*****]-

Country:

Phone:

[*****] ext

Cell:

[*****]

Fax:

( ) -

Rep 1 Contact :

[*****]

E-mail:

[*****]

Rep 2 Company:

Palmetto Gourmet Foods

Ship From Address:

782 Columbia Highway

City :

Saluda

State:

Zip:

29138 -

Country:

USA

Phone:

[*****]

Cell:

[*****]

Fax:

( ) -

Rep 2 Contact :

Matt Talle

E-mail:

[*****]

Rep 3 Company:

Ship From Address:

City :

State:

Zip:

Country:

Phone:

( ) - ext

Cell:

( ) -

Fax:

( ) -

Rep 3 Contact :

E-mail:

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02/10/2024

BASHAS’ INC.

VENDOR CREATION REQUEST FORM

Vendor EDI Information Needed (Vendors Please Fill Out)

Vendor EDI Transaction Location

Vendor EDI Company:

[*****]

Address:

City :

State:

Zip:

Country:

Phone:

( ) - ext

Cell:

( ) -

Fax:

( ) -

EDI Contact :

[*****]

E-mail:

[*****]

Mailing Address (if different than Vendor EDI Company Address)

Company:
Address:
City :				State:		Zip:		-
Country:
Phone:	( ) - ext	Cell:	( ) -		Fax:		( ) -
Contact:
E-mail:

General Vendor EDI Information

VAN
Version
Interchange ID Qualifier
Interchange Sender/Receiver ID
GS Sender/Receiver ID
EDI Transactions Currently Transmitted
Established UCCNet Partner	-

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02/10/2024

Date: September 9, 2016

From: [*****]

To: All Vendors

Re: Bashas’ Merchandising Services

Some of our most important common goals include creating optimum schematic placement for all items, efficient store cut-in of new items and the continuous updating of every store’s planograms. We intend to address all of these by implementing a new space management and store reset program for all Bashas’ store formats. The Bashas’ Merchandising Services program will include funded, dedicated reset teams and schematic development groups. Bashas’ Merchandising Services will replace all current ISE, fair share new store/remodel staffing and item execution programming and will begin operation in July of 2016.

In order to carry out these merchandising functions, an efficient, consistent funding mechanism is necessary. The charge for all of these services for the remainder of 2016 will be [*****]% of cost of goods sold. Deductions will be made monthly beginning in [*****]. The Bashas’ Merchandising Services Program and its funding will apply to all UPC-coded products in categories updated and listed within the ISE buying calendar in the [*****].

The consumer, the economic environment and the marketplaces we operate in are constantly changing. It is more important than ever to operate stores that are merchandised to accommodate for all of those changes. The Bashas’ Merchandising Services Program approach will address those needs and benefit us all with execution features that include:

● [*****]

We thank you for your support of this new program. As mentioned previously, we have shared goals and this new initiative will help us both achieve them. Please feel free to contact [*****] with any questions about Bashas’ Merchandising Services.

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02/10/2024

Family of Stores

Risk Management

To:

Administrative Team

RE:

[*****]

Following are the insurance requirements required in order to conduct business with Bashas’ Inc.

●

All policies must be written with companies that carry a Best rating of not less than A-VIII

●

All policies shall carry a [*****] day cancellation notice provision

●

Policies shall maintain a primary minimum liability limit of $[*****] AND $[*****] excess/umbrella limit or a combined single limit of $[*****].

●

Vendor must maintain Statutory Worker’s Compensation Coverage, proof must be indicated on the Certificate of Insurance.

●

All policies must name Bashas’ Inc as an additional insured.

●

Certificate Holder shall be:

Bashas’ Inc.

Risk Management

[*****]

THIS IS A MANDATORY POLICY

Revised 1-12

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02/10/2024

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES

BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED

REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed.

If SUBROGATION IS WAIVED, subject tothe terms and conditions of the policy, certain policies may require an endorsement.

A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER

[*****]

CONTACT: [*****]

NAME:

PHONE

(A/C,No.,Ext):: [*****]

FAX

(A/C,No): [*****]

E-MAIL

ADDRESS: [*****]

INSURER(S) AFFORDING COVERAGE

NAIC #

INSURER A : [*****]

[*****]

INSURED

Palmetto Gourmet Foods Inc

782 Columbia Hwy

Saluda SC 29138

INSURER B : [*****]

[*****]

INSURER C :

INSURER D :

INSURER E :

INSURER F :

COVERAGES

CERTIFICATE #

REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

LTR

TYPE OF INSURANCE

ADDL

INSR

SUBR

WVD

POLICY NUMBER

POLICY EFF

(MM/DD/YYYY)

POLICY EXP

(MM/DD/YYYY)

LIMITS

GENERAL LIABILITY

/ /

MUST BE CURRENT

EACH OCCURRENCE

COMMERCIAL GENERAL LIABILITY

DAMAGE TO RENTED

PREMISES (Ea occurrence)

CLAIMS-MADE

OCCUR

MED EXP (Any one person)

PERSONAL & ADV INJURY

GENERAL AGGREGATE

GEN’L AGGREGATE LIMIT APPLIES PER:

PRODUCTS - COMP/OP AGG

POLICY

PRO-

JECT

LOC

AUTOMOBILE LIABILITY

COMBINED SINGLE LIMIT

(Ea accident)

ANY AUTO

BODILY INJURY (Per person)

ALL OWNED AUTOS

SCHEDULED AUTOS

BODILY INJURY (Per accident)

HIRED AUTOS

NON-OWNED AUTOS

PROPERTY DAMAGE

(Per accident)

UMBRELLA LIAB

OCCUR

EACH OCCURRENCE

EXCESS LIAB

CLAIMS-MADE

AGGREGATE

DED

RETENTION $

WORKERS COMPENSATION
AND EMPLOYERS’ LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
If yes, describe under
DESCRIPTION OF OPERATIONS below
(Mandatory in NH)
OFFICER/MEMBER EXCLUDED

Y/N

N / A

WC STATU-
TORY LIMITS

OTH-
ER

E.L. EACH ACCIDENT

E.L. DISEASE - EA EMPLOYEE

E.L. DISEASE - POLICY LIMIT

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)

Bashas’ Inc is listed as Additional Insured

Revised Bashas’ Vendor Form 04/16/2018

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02/10/2024

CERTIFICATE HOLDER

CANCELLATION

BASHAS’ INC

RISK MANAGEMENT

[*****]

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN

ACCORDANCE WITH THE POLICY PROVISIONS

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02/10/2024

BASHAS’ INC.

VENDOR AGREEMENT

This agreement (“Agreement”) is entered into as of June 29^th 2021, between Bashas’ Inc. (“Bashas’“) and Palmetto Gourmet Foods (“Vendor”).

Vendor: Subject to the terms and conditions of this Agreement, Bashas’ hereby engages the Vendor as a vendor to (perform/provide) [*****] the following:________________________________________________________________________________, and the Vendor hereby accepts such engagement.

Duties of Vendor: During the term of this Agreement, Vendor agrees to provide the services for Bashas’ which Bashas’ authorizes, from time to time and to abide by all terms and conditions of this agreement.

Confidentiality: The Vendor acknowledges that during the engagement the Vendor will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by Bashas’ and/or used by Bashas’ in connection with the operation of its business including, without limitation, Bashas’ business and product processes, methods, customer lists, accounts and procedures. The Vendor agrees to not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with Bashas’. All files, records, documents blueprints, specifications, information, letters, notes, media lists, original artwork/creative notebooks, and similar items relating to the business of Bashas’, whether prepared by the Vendor or otherwise coming into Vendor’s possession, shall remain the exclusive property of Bashas’. The vendor shall not retain any copies of the foregoing without Bashas’ prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by Bashas’, the Vendor shall immediately deliver to Bashas’ all such files, records, documents, specifications, information and other items in Vendor’s possession or under Vendor’s control. The Vendor further agrees that the Vendor will not disclose Vendor’s retention as an independent vendor or the terms of this Agreement to any person without the prior written consent of Bashas’, and shall at all times preserve the confidential nature of Vendor’s relationship to Bashas’ and of the service hereunder.

Conflicts of Interest – Non-hire Provision: The Vendor represents that the Vendor is free to enter into this Agreement, and this engagement does not violate the terms of any agreement between the Vendor and any third party. Further, the Vendor, in rendering duties under this Agreement shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which the Vendor does not have a proprietary interest. During the term of this Agreement, the Vendor shall devote the necessary productive time, energy and abilities to the performance of the duties hereunder. The Vendor is expressly free to perform services for other parties while performing services for Bashas’.

Merger: This Agreement shall not be terminated by the merger or consolidation of Bashas’ into or with any other entity.

Termination: Either party may terminate this Agreement at any time if the other party materially breaches any provision of this Agreement. In addition, this Agreement terminates automatically upon Vendor’s completion of all services authorized by Bashas’.

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02/10/2024

Independent Vendor: This Agreement shall not render the Vendor an employee, partner, or agent of Bashas’ for any purpose. The Vendor is and will remain an independent vendor regarding the Vendor’s relationship to Bashas’. Bashas’ shall not be responsible for withholding taxes with respect to the Vendor’s compensation hereunder. The Vendor shall have no claim against Bashas’ hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind, nor shall Vendor be deemed an employee of Bashas’ for any purpose whatsoever. Bashas’ does not provide Vendor with any business registrations, licenses or tools required to perform any of the duties assigned. Vendor must abide by all Bashas’ policies and procedures regarding operations and safety, and it is Vendor’s responsibility to inquire about such policies and procedures before commencement of any work or services.

Insurance and Indemnification: Vendor shall obtain insurance of the types and in the amounts described below. The insurance shall be written by insurance companies and on forms acceptable to Bashas’. In addition, policies shall be written with insurance carriers authorized to transact business in the State of Arizona (as compared to being licensed) and with a rating of A- VII or better in A.M. Best’s Insurance Reports.

A. Commercial General and Umbrella Liability Insurance.

Vendor shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $[*****] each occurrence. CGL insurance shall be written on ISO occurrence form and shall cover liability arising from premises, operations, independent contractors, products-completed operations, and personal injury and advertising injury.

Bashas’ shall be included as an additional insured under the CGL, under the primary commercial umbrella, if any. This insurance, including insurance provided under the commercial umbrella, if any, shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to, or maintained by, Bashas’. Coverage provided by Vendor shall not be limited to the liability assumed under the indemnification provisions of this Contactor.

B. Workers Compensation Insurance

Vendor shall maintain workers compensation and employer’s liability insurance if Vendor’s employees work or visit for any purpose, Bashas’ premises. The employer’s liability, and if necessary commercial umbrella, limits shall not be less than $[*****] each accident for bodily injury by accident or $[*****] each employee for disease. The workers compensation policy shall contain a waiver of subrogation in favor of Bashas’.

C. Evidence of Insurance

Vendor shall furnish Bashas’ with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, setting out compliance with the insurance requirements set forth above. All certificates shall provide for [*****] days written notice to Bashas’ prior to the cancellation or material change of any insurance referred to therein. Failure of Bashas’ to demand such certificate or other evidence of full compliance with these insurance requirements or failure of Bashas’ to identify a deficiency from evidence that is provided shall not be construed as a waiver of Vendor’s obligation to maintain such insurance. Each insurance policy required by the insurance provisions of this Agreement shall not be suspended, voided, or cancelled except after [*****] days prior written notice has been given to Bashas’. Such notice shall be sent directly to Bashas’ representative.

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02/10/2024

D. Indemnification:

To the fullest extent permitted by law, both parties shall indemnify, hold harmless and defend each other and all of their officers, directors, agents and employees (the “Indemnitees”) from and against all claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from bodily injury or death of any person, or property damage, including loss of use of property, arising or alleged to arise out of or in any way related to this Agreement. But only to the extent such loss is caused in whole or in part by negligent acts or omissions of the parties, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. The indemnity obligations survive the completion or termination of this Agreement.

Headings: Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

10.

Waiver: Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.

11.

Assignment: The Vendor shall not assign any of Vendor’s rights under this Agreement, or delegate the performance of any of Vendor’s duties hereunder, without the prior written consent of Bashas’. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns. Bashas’ may assign this agreement in its sole discretion.

12.

Notices: Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States Postal Service mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States Postal Service mail, addressed to the party to whom such notice, demand or other communication is to be given as follows:

	If to the Vendor:		If to Bashas’:
	Matt Tale		[*****]
	Palmetto Gourmet Foods		Bashas’ Inc.
	782 Columbia Highway		[*****]
	Saluda, SC 29138		[*****]

Either party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.

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02/10/2024

13.

Modification or Amendment: No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

14.

Entire Understanding: This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understands, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

15.

Unenforceability of Provisions: If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

16.

Choice of Law: The laws of the State of Arizona Shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto. Any claim, cause of action or legal interpretation with regard this agreement shall be brought in the Federal or State Courts located in Maricopa, County Arizona.

17.

Compliance with Laws – Vendor and its employees or representatives shall at all times comply with all applicable federal, state and local laws, statutes, ordinances, rules, regulations, codes, standards, and restrictions, as amended, and all orders and decrees of bodies or tribunals having jurisdiction and authority, which may in any manner affect performance under the terms of this Agreement (collectively, “Laws”).

18.

Foreign Supplier Verification Program- You agree to comply with the provisions of the Foreign Supplier Verification Program (FSVP) as an importer of “food” set forth below. For purposes of this provision, the term “food” means food as defined in section 201(f) of the Federal Food, Drug and Cosmetic Act (21 USC 321(f)) which includes, but is not limited to, food contact substances such as plates, cookware, food packaging and utensils. All food sales shall be made on a Delivered Duty Paid (DDP) basis unless otherwise specified in writing by Bashas’. Bashas’ shall not serve as the FSVP importer to 21 CFR section 1.500, nor shall it be declared as the FSVP importer in any entry documentation filed with U.S. Customs and Border Protection, the U.S. Food and Drug Administration, or any other governmental agency, under any circumstances, unless otherwise specified in writing by Bashas’. In regards to food originating from suppliers outside the U.S., this agreement shall not be executed until after such food has entered into customs territory of the U.S. For food originating outside of the U.S., a foreign owner or consignee of the food shall appoint an agent or representative in the U.S. to serve as the FSVP importer and be declared as the FSVP importer in the entry documentation. The foreign owner of the food shall notify Bashas’ of the FSVP importer and be declared as the FSVP importer in writing at least 15 days before the initial shipment of food and provide Bashas’ 30 days notice of any change to the status of the FSVP importer. This vendor agreement, along with the purchase order, constitutes the legal basis for Bashas’ purchase of products. A purchase order alone from Bashas’ is not and shall not represent a purchase agreement or an offer to execute a purchase agreement.

If you are a U.S. importer of “food” as defined herein, you further agree that you or another eligible third party (excluding Bashas’) shall be named as the FSVP importer on the entry documentation. Bashas’ shall be notified of the FSVP importer in writing at least 15 days before the initial shipment of food and be provided with 30 days notice of any change to the status of the FSVP importer. This vendor agreement, along with the purchase order, constitutes the legal basis for Bashas’ purchase of products. A purchase order alone from Bashas’ is not and shall not represent a purchase agreement of an offer to execute a purchase agreement.

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02/10/2024

19.

Sanitary Food Transportation Act Vendor acknowledges Bashas’ shall reject any load of foods (including foods subject to the Perishable Agricultural Commodities Act (7 USC Chapter 20A)) for violations of the Sanitary Food Transportation Act (Section 416 of the FDCA) of which Bashas’ is aware of, including failure to maintain required records. Vendor assumes responsibility for ensuring loads of foods rejected by Bashas’ are not sold or distributed into interstate commerce UNLESS a qualified food safety individual as defined by the Sanitary Food Transportation Act determines the foods are not unsafe consistent with 21 CFR § 1.908 and fit for human consumption. Vendor acknowledges Bashas’ shall not serve as shipper, carrier or loader as those terms are defined in 21 CFR § 1.904 unless otherwise agreed to in writing signed by the Senior Vice President, Logistics.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.

For Vendor:		For Bashas’ Inc.:

Print: Matt Tale		Print: _________________________

Sign:		Sign: _________________________

Date: June 29^th 2021		Date: _________________________

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02/10/2024

TO:

ALL VENDORS

RE:

UPDATED SPOILS, DAMAGED, EXPIRED GOODS POLICY

This policy addresses the reimbursement, handling and disposition of unsaleable product for retail stores through our reclamation facility in compliance with the invoicing parameters supported by the Joint Industry report (JIR) on the handling of reclamation product.

As in the past, the benefits of this policy to you include:

●

Access to spoiled, damage, expired control information for your product.

●

Access to spolled, damage, expired information to assist in Identifying unsaleable problems.

●

Our continued adherence to joint industry report variables.

Unsaleable product is defined as spoiled, damaged, expired product that is returned from the retailer due to poor packaging and out of code items. (please note that product recalls and discontinued items fall under separate policy.)

Reimbursement for damaged or otherwise unsaleable product will be calculated based on each items LIST COST in addition to the costs that we incur in handling each item as it moves through the chain of distribution. These costs are partially dependent upon the disposition option chosen by the supplier.

Higher costs are incurred when additional handling is required at the Reclamation Center.

THE INFORMATION BELOW DETAILS Bashas’ updated billing policy based on the JIR study.

●

DPC - Pre-damaged Direct Product Cost

These handling and storage cost occur before damage is indentifled as an item moves through retail distribution. They include cost incurred at the warehouse, during transportation to the store, and at the store itself. The DPC Is based upon movement and cubic size of the item, therefore this variable is not constant and is calculated at the item level.

Revised Bashas’ Vendor Form 04/16/2018

Page 16 of 19

02/10/2024

●

PDC - Post Damage Handling Cost

Are cost incurred after damage to the item in the store and before it arrives at the Reclamation Center.

●

ROC - Reclamation Center Cost

Are the cost incurred as an item is processed through a reclamation center. This cost varles based on the handling requirements chosen by the supplier (Chute Optlon). The cost are determined using JIR cost standards.

Please complete the disposition form found on the following page. The Chute Options are the sum of DPC, PDC and R¢C. Ifyou do not have a preference and chose not to select an optlon, you will be billed at the SCAN AND CENTER OPTION rate (Chute Option #1). The Chute Option can be changed on written request. Based on the timing of the request, it may take up to thirty days to implement.

All products will be scanned at our Reclamation Center. If vou should choose to view or pickup your product, we will continue to hold this product for [*****] days from the date of invoice. If the disposition Is not made within [*****] days, the product will be removed from the facility.

We appreciate vour timely response to this matter. If you have an questions or concerns please do not hesitate to contact [******] or [******]

Thanks you for your cooperation,

For Bashas’

[******]

Sr. V.P. of Logistics & Warehouse Operations

Revised Bashas’ Vendor Form 04/16/2018

Page 17 of 19

02/10/2024

PRODUCT DISPOSITION CHUTE OPTIONS

VENDOR NAME: ____________Palmetto Gourmetn Foods____________________________

VENDOR NUMBER: _________________________________

SEND PAPER WORK TO: ____[*****] _______________________________

______________________________________________________

AUTHORIZED SIGNATURE: _________________________________________________________________

(Please sign)

_________Matt Talle______________________________________

(Please print)

TELEPHONE NUMBER: ______________[*****])_____________________________________

NAME OF THIRD PARTY: _____________________________________________________

Please mark the blank line preceding the chute option you would like us to implement for you.

SELECT ONLY ONE OPTION. If you have a specific vendor policy that you would like us to consider, please send as an attachment to this form.

______x____	#1	SCAN AND CENTER OPTION – COST PLUS [***]% PLUS $[***] PER UNIT
		Product will be scanned and disposed of appropriately. Frozen Food and perishable producst will automatically be billed at this chute and packaging will be held only on request.

__________	#2	SCAN AND DONATE – COST PLUS [***]% PLUS $[***] PER UNIT
		Product will be scanned and boxed for immediate donation to the Food Bank. Non-usable product will be destroyed.
__________
PER UNIT	#3	SCAN AND HOLD FOR VENDOR REVIEW – COST PLUS [***]% PLUS $[***] PER UNIT

Product will be scanned, sorted by vendor and held for vendor review. Review must be by the date specified on the current month’s invoice. The vendor is responsible to remove the product from the facility at the time of review.

Revised Bashas’ Vendor Form 04/16/2018

Page 18 of 19

02/10/2024

PRODUCT DISPOSITION CHUTE OPTIONS (continued)

__________	#4	SCAN AND HOLD FOR THIRD PARTY REVIEW – COST PLUS [*****]% PLUS
$[*****] PER
	UNIT

	Same process as Chute #3 party will review product. Experience shows that 3^rd party review requires more of the Manager’s time and uses more space for checking, therefore a higher charge is required.

Recalled items are billed at COST PLUS [*****]% PLUS $[*****] PER UNIT. Experience shows that recall product requires the highest level of review and dilegence from all levels of the reverse supply chain time and resources therefore higher charge is required.

PLEASE SEND ALL COMPLETED DISPOSITION FORMS TO THE ATTENTION OF:

[*****]

BASHAS’ DISTRIBUTION CENTER

[*****]

[*****] (Or scan and email [*****])

Revised Bashas’ Vendor Form 04/16/2018

Page 19 of 19

02/10/2024

Exhibit 14.1

BOREALIS FOODS INC.

CODE OF ETHICS

(Approved and adopted as of February 7, 2024)

Introduction

The Board of Directors (the “Board”) of Borealis Foods Inc. (“Borealis”) has adopted this code of ethics (this “Code”), as amended from time to time by the Board, and which is applicable to all of the directors, officers and employees of Borealis and its subsidiaries (collectively, the “Company”) to:

●

promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

●

promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), as well as in other public communications made by or on behalf of the Company;

●

promote compliance with applicable governmental laws, rules and regulations;

●

deter wrongdoing; and

●

require prompt internal reporting of breaches of, and accountability for adherence to, this Code.

This Code may be amended and modified by the Board.

This Code is intended to complement and be read in conjunction with the Company’s other corporate policies, including but not limited to the Anti-Money Laundering and Anti-Corruption Policy and the Whistleblower Policy.

II.

Honest, Ethical and Fair Conduct

Each director, officer or employee owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty, and subordination of principle are inconsistent with integrity. Service to the Company should never be subordinated to personal gain and advantage.

Each director, officer or employee must:

●

Act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or when in the Company’s interests;

●

Observe all applicable governmental laws, rules and regulations;

●

Comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard of accuracy and completeness in the Company’s financial records and other business-related information and data;

●

Adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices;

●

Deal fairly with the Company’s customers, suppliers, competitors, employees, consultants and contractors;

●

Refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice;

●

Protect the assets of the Company and ensure their proper use; and

●

Avoid conflicts of interest, wherever possible, except as may be allowed under guidelines or resolutions approved by the Board (or the appropriate committee of the Board) or as disclosed in the Company’s public filings with the SEC. Anything that would be a conflict for a director, officer or employee subject to this Code also will be a conflict for a member of his or her immediate family or any other close relative. Examples of conflict of interest situations include, but are not limited to, the following:

any significant ownership interest in any supplier or customer;

any consulting or employment relationship with any supplier customer, or contractor;

the receipt of any money, non-nominal gifts or excessive entertainment from any entity with which the Company has current or prospective business dealings;

selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell;

any other financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company; and

any other circumstance, event, relationship, or situation in which the personal interest of a director, officer or employee subject to this Code interferes - or even appears to interfere - with the interests of the Company as a whole.

In accordance with the Business Corporations Act (Ontario), directors and officers have a statutory duty to disclose the nature and extent of any interest in a material contract, transaction or proposed transaction. A director or officer must disclose all actual or potential conflicts of interest if the director is either party to a material contract or transaction, or has a material interest in a party to a material contract or transaction with the Company. If a director or officer has disclosed a conflict of interest, the director shall not take part in any meetings or discussions regarding the material contract or transaction and shall abstain from voting on material contracts and transactions in which they have disclosed a conflict of interest.

Notwithstanding the foregoing, nothing in this Code shall prohibit a director, officer, employee or contractor of the Company from reporting possible violations of applicable law or regulation to any governmental agency or entity or making other disclosures that are protected pursuant to applicable law or regulation. Prior authorization from the Company is not required in order to make any such reports or disclosures and the reporting individual is not required to notify the Company that such reports or disclosures have been made. The Company will not tolerate any form of retaliation against directors, officers, employees or contractors that report suspected violations based on reasonable good faith belief, as detailed in the Company’s Whistleblower Policy.

In addition, pursuant to the U.S. Defend Trade Secrets Act and any other applicable similar whistleblower protection legislation in any jurisdiction in which the Company does business, employees shall not be held criminally or civilly liable under any applicable trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, provincial or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if the filing is made under seal. Should any other provision in this Code conflict with this provision, this provision shall control.

III.

Disclosure

The Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the SEC and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each director, officer or employee must:

●

not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent registered public accountants, governmental regulators, self-regulating organizations and other governmental officials, as appropriate; and

●

in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.

In addition to the foregoing, the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”) of the Company and each subsidiary of the Company (or director, officer or employee performing similar functions), and each other person that typically is involved in the financial reporting of the Company, must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.

Each director, officer or employee must promptly bring to the attention of the Chairperson of the Board any information he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls that could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

IV.

Compliance

It is the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. All directors, officers and employees of the Company are expected to understand, respect and comply with all of the laws, rules, regulations, policies and procedures that apply to them in their positions with the Company. Employees are responsible for talking to their supervisors to determine which laws, regulations and Company policies apply to their position and what training is necessary to understand and comply with them.

Directors, officers and employees are directed to specific policies and procedures available to individuals they supervise.

Reporting and Accountability

The Board, or a committee designated by the Board for such purpose, is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any director, officer or employee or other Company representative who becomes aware of any existing or potential breach of this Code is required to notify the Chief Legal Officer or the Chairperson of the Audit Committee or reported in accordance with the Whistleblower Compliance Hotline without delay. Failure to do so is, in and of itself, a breach of this Code.

Specifically, each director, officer or employee must:

●

Notify the Chairperson of the Board promptly of any existing or potential violation of this Code; and

●

Not retaliate against any other director, officer, or employee for reports of potential violations that are made in good faith.

The Company will follow the following procedures in investigating and enforcing this Code and in reporting on this Code:

●

The Board will take all appropriate action to investigate any breaches reported to it; and

●

Upon determination by the Board that a breach has occurred, the Board (by majority decision) will take or authorize any disciplinary or preventive action it deems appropriate, after consultation with the Company’s internal or external legal counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.

No director, officer, or employee following the above procedure shall, as a result of following the procedure, be subject by the Company or any officer or employee thereof to discharge, demotion suspension, threat, harassment or, in any manner, discrimination against that director, officer or employee in terms and conditions of employment. For further information, please refer to the Company’s Whistleblower Policy.

While all Personnel and representatives should report any concerns or suspected violations through the procedures identified in this Code and the Whistleblower Policy, they are not prohibited from reporting possible violations of federal law or regulation to any governmental agency or entity or from making other disclosures that are protected under whistleblower provisions of applicable law or regulation.

VI.

Waivers and Amendments

Any waiver (defined below) or an implicit waiver (defined below) from a provision of this Code for the principal executive officer, principal financial officer, principal accounting officer or controller, and director, officer or employee performing similar functions or any amendment (as defined below) to this Code is required to be disclosed in a current report on Form 8-K filed with the SEC. In lieu of filing a current report on Form 8-K to report any such waivers or amendments, the Company may provide the information on its website if it keeps the information on the website for at least 12 months and discloses the website address as well as any intention to provide the disclosures in this manner in its most recently filed proxy statement or Annual Report on Form 10-K. The Board shall make such additional disclosure regarding this Code and any waiver or amendment hereof as may be required pursuant to applicable law, rules, and regulations or the Corporate Governance Requirements of the Nasdaq Stock Market.

A “waiver” means the approval by the Board of a material departure from a provision of this Code. An “implicit waiver” means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to an executive officer of the Company. An “amendment” means any amendment to this Code other than minor technical, administrative or other non-substantive amendments hereto.

All directors, officers or employees should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.

VII.

Insider Information and Securities Trading

No director, officer, or employee who is aware of material, non-public information about the Company may, directly or indirectly, buy or sell the Company’s securities or engage in another action to take advantage of such information. It is also against the law to trade or to “tip” others who might make an investment decision based on material, non-public information about the Company. For example, using material, non-public information to buy or sell the Company’s securities, options in the Company’s securities or the securities of any Company supplier, customer or competitor is prohibited. The consequences of insider trading violations can be severe. These rules also apply to the use of material, nonpublic information about other companies (including, for example, our customers, competitors and potential business partners). In addition to directors, officers or employees, these rules apply to the director, officer or employee spouse, children, parents and siblings, as well as any other family members living in the director, officer or employee’s home. For further information, please refer to the Company’s Insider Trading Policy.

VIII.

Financial Statements and Other Records

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must both conform to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.

Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult the Board or the Company’s internal or external legal counsel.

IX.

Improper Influence on Conduct of Audits

No director, officer, or employee, or any other individual or entity acting under the direction thereof, shall directly or indirectly take any action to coerce, manipulate, mislead or fraudulently influence any public or certified public accountant engaged in the performance of an audit or review of the financial statements of the Company or take any action that the director, officer or employee knows or should know that if successful could result in rendering the Company’s financial statements materially misleading. Any director, officer or employee who believes the improper influence is being exerted should report the action to the director, officer or employee’s supervisor, or if that is impractical under the circumstances, to any of our directors.

Types of conduct that could constitute improper influence include, but are not limited to, directly or indirectly:

●

Offering or paying bribes or other financial incentives, including future employment or contracts for non-audit services;

●

Providing an auditor with an inaccurate or misleading legal analysis;

●

Threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the Company’s accounting;

●

Seeking to have a partner removed from the audit engagement because the partner objects to the Company’s accounting;

●

Blackmailing; and

●

Making physical threats.

Anti-Corruption Laws

The Company complies with the anti-corruption laws of the countries in which it does business, including the U.S. Foreign Corrupt Practices Act and the Corruption of Foreign Public Officials Act (Canada), as well as applicable laws and regulations governing undisclosed business commissions (kickbacks), the provision of gifts and hospitality to public officials, political contributions and lobbying activities. To the extent prohibited by applicable law, directors, officers and employees will not directly or indirectly give anything of value to government officials, including employees of state-owned enterprises and representatives of multinational organizations, foreign political candidates, or domestic political candidates (except in accordance with applicable political contribution rules). These requirements apply both to Company employees and agents, such as third party sales representatives, no matter where they are doing business. If you are authorized to engage agents, you are responsible for ensuring they are reputable and for obtaining a written agreement to uphold the Company’s standards in this area. For further information, please refer to the Company’s Anti-Money Laundering, Economic Sanctions and Anti-Corruption Policy.

XI.

Violations

Violation of this Code is grounds for disciplinary action up to and including termination of employment. This action is in addition to any civil or criminal liability which might be imposed by any court or regulatory agency.

XII.

Other Policies and Procedures

Any other policy or procedure set out by the Company in writing or made generally known to employees, officers or directors of the Company prior to the date hereof or hereafter are separate requirements and remain in full force and effect.

XIII.

Inquiries

All inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Company’s Chief Legal Officer.

PROVISIONS FOR
CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS

The CEO and all senior financial officers, including the CFO and principal accounting officer, are bound by the provisions set forth herein relating to ethical conduct, conflicts of interest, and compliance with law. In addition to this Code, the CEO and senior financial officers are subject to the following additional specific policies:

1. Act with honesty and integrity, avoiding actual or apparent conflicts between personal, private interests and the interests of the Company, including receiving improper personal benefits as a result of his or her position.

2. Disclose to the Audit Committee of the Board any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

3. Perform responsibilities with a view to causing periodic reports and documents filed with or submitted to the SEC and all other public communications made by the Company to contain information that is accurate, complete, fair, objective, relevant, timely and understandable, including full review of all annual and quarterly reports.

4. Comply with laws, rules and regulations of federal, state, provincial and local governments applicable to the Company and with the rules and regulations of private and public regulatory agencies having jurisdiction over the Company.

5. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting or omitting material facts or allowing independent judgment to be compromised or subordinated.

6. Respect the confidentiality of information acquired in the course of performance of his or her responsibilities except when authorized or otherwise legally obligated to disclose any such information; not use confidential information acquired in the course of performing his or her responsibilities for personal advantage.

7. Share knowledge and maintain skills important and relevant to the needs of the Company, its stockholders and other constituencies and the general public.

8. Proactively promote ethical behavior among subordinates and peers in his or her work environment and community.

9. Use and control all corporate assets and resources employed by or entrusted to him or her in a responsible manner.

10. Not use corporate information, corporate assets, corporate opportunities or his or her position with the Company for personal gain; not compete directly or indirectly with the Company, subject to the Company’s certificate of incorporation in effect from time to time and to any other fiduciary or contractual obligations the officer may have.

11. Comply in all respects with this Code.

12. Advance the Company’s legitimate interests when the opportunity arises.

The Board will investigate any reported violations and will oversee an appropriate response, including corrective action and preventative measures. Any officer who violates this Code will face appropriate, case specific disciplinary action, which may include demotion or discharge.

Any request for a waiver of any provision of this Code must be in writing and addressed to the Chairperson of the Board. Any waiver of this Code will be disclosed as provided in Section VI of this Code.

It is the policy of the Company that each director, officer or employee covered by this Code shall acknowledge and certify to the foregoing annually and file a copy of such certification with the Chairperson of the Board.

[Acknowledgement Follows]

ACKNOWLEDGMENT OF RECEIPT AND REVIEW

To be signed and returned to the Chief Legal Officer of Borealis Foods Inc.

I, ________________, acknowledge that I have received and read a copy of the Borealis Foods Inc. Code of Ethics (the “Code”). I understand the contents of the Code and I agree to comply with the policies and procedures set out in the Code.

I understand that I should approach the Chief Legal Officer of Borealis Foods Inc. if I have any questions about the Code generally or any questions about reporting a suspected conflict of interest or other violation of the Code.


		[NAME]


		[PRINTED NAME]


		[DATE]

Exhibit 16.1

February 13, 2024

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We have read the statements made by Borealis Foods Inc. (formerly known as Oxus Acquisition Corp.) under Item 4.01 of its Form 8-K dated February 13, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Borealis Foods Inc. (formerly known as Oxus Acquisition Corp.) contained therein.

Very truly yours,

/s/ Marcum llp

Marcum llp

Exhibit 99.1

Borealis Foods Inc., a Rapidly Growing, Mission-Driven Food Tech Company, Completes
Business Combination and Will Commence Trading on Nasdaq Under the Symbol “BRLS”

Borealis has developed breakthrough nutritious food that integrates complete protein with all
essential amino acids and other key ingredients.

TORONTO, Feb. 7, 2024 /CNW/ - Borealis Foods, Inc. (Nasdaq: BRLS) (Nasdaq: BRLSW)

Borealis Foods Inc. (“Borealis” or the “Company”), a food tech company focused on developing high-quality, nutritious food solutions at affordable prices, announced today that it will commence trading on the Nasdaq under the ticker “BRLS” on February 8, 2024, following the closing of its previously announced business combination (“the Business Combination”) with Oxus Acquisition Corp. (“Oxus”).

Upon closing of the Business Combination, the Company continues to be led by Borealis’ CEO and Co-Founder Reza Soltanzadeh, and Chairman and Co-Founder Barthelemy Helg.

Borealis is an innovative food technology company with a mission to address global food nutritional challenges through its research and development of highly nutritious and functional food products. The company’s focus on affordability and sustainability reflects its commitment to making a positive impact on both human life and the planet. Borealis has created ramen meals that are organic, vegan, vegetarian, Halal, Kosher, plant-based, egg and dairy free, non-GMO, MSG free, and TBHQ free, and are manufactured with recyclable packaging. Made by Borealis-owned Palmetto Gourmet Foods, the Chef Woo Ramen brand and the popular Ramen Express Ramen brand are available in the United States, Canada, Mexico and Europe.

Borealis’ mission is to address growing consumer needs and global food security challenges by developing highly nutritious and functional food products that are uniquely delicious, affordable and sustainable. The Company has rapidly expanded its retail distribution footprint over 21,000 retail locations, beyond the United States and Canada and into Mexico and Europe. Fulfilling its mission of making nutritiously-created foods accessible, Borealis, through its food manufacturing company, has also begun expanding its available solutions into school, correctional facility and military food service.

“Borealis’ debut on the Nasdaq is an important step in our evolution as we pursue our mission of helping solve the problem of global food nutrition,” said Reza Soltanzadeh, Chief Executive Officer of Borealis. “Our company was founded in 2019 to address and solve a growing global crisis. Millions of people lack access to nutritious food at an affordable price, even in our own country. Our innovative, proprietary research and food technology allows us to translate this into shelf-stable, sustainable food that can satisfy people’s needs but at an affordable cost. Our commitment to our mission is unwavering; at the same time, we are enthusiastic about our growth outlook, stemming from our unique product offering and vast opportunities in retail and food service.”

“Additionally, our extensive distribution footprint and strategic marketing strategy centered around our partnership with Gordon Ramsay position us well for growth. We are excited about this milestone and look forward to reporting on the Company’s continued development.”

The Company’s Board of Directors is comprised of food industry and financial industry veterans, with specialties in branding, distribution, research and development, audit and investing. Oxus’ Chief Executive Officer, Kanat Mynzhanov, will join the Company’s Board of Directors.

The Company’s warrants will also commence trading on February 8, 2024 under the symbol “BRLSW.”

About Borealis

Borealis is an innovative food technology company with a mission to address global food security challenges through its research and development of highly nutritious and functional food products with great flavor that are both affordable and sustainable. The Company’s focus on affordability and sustainability reflects its commitment to making a positive impact on both human life and the planet. Through its wholly-owned subsidiary, Palmetto Gourmet Foods, Borealis has created meals that are organic, vegan, vegetarian, Halal, Kosher, plant-based, egg free and dairy free, non-GMO, free of added MSG and TBHQ free. Borealis distributes its food products through the United States, Canada, Mexico and Europe.

Forward Looking Statements

Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including statements regarding the and future financial condition and performance of Borealis, and the expected financial impacts of the Business Combination (including future revenue and pro forma enterprise value), markets, and expected future growth and market opportunities. Forward-looking statements generally relate to management’s current expectations, hopes, beliefs, intentions, strategies, plans, objections or projections about future events or Borealis’ future financial condition or operating performance. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. As such, readers are cautioned not to place undue reliance on any forward-looking statements and readers should not rely on these forward-looking statements as predictions of future events.

Forward-looking statements are based upon estimates and assumptions that, while considered reasonable by management of Borealis, are inherently uncertain. Factors that may cause actual result to differ from current expectations include, but are not limited to: the ability to meet stock exchange listing standards following consummation of the Business Combination; the risk that the Business Combination disrupts current plans and operations of Borealis as a result of the announcement and consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; the costs related to the Business Combination; financial and operating performance; changes to existing applicable laws or regulations; the possibility that Borealis or the combined company may be adversely affected by economic, business, or competitive factors; Borealis’ estimates of revenue, expenses, operating costs and profitability; the evolution of the markets in which Borealis competes and Borealis’ ability to enter new markets effectively; and the ability of Borealis to implement its strategic initiatives and continue to innovate its existing services.

Readers should carefully consider the foregoing factors and other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Forward-Looking Statements” set forth in Oxus’ registration statement on Form S-4 filed with the Securities and Exchange Commission (“SEC”) on January 12, 2024 and declared effective by the SEC on January 16, 2024, and other documents filed from time to time with the SEC by Oxus and, following completion of the Business Combination, by Borealis.

Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements and Borealis assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities and other applicable laws.

Contact: The Equity Group, Jeremy Hellman, Vice President, jhellman@equityny.com, (212) 836-9626; To arrange interviews with CEO, Reza Soltanzadeh, contact Henry Wong, Chief Marketing Officer, Borealis Foods, hwong@borealisfoods.com, (905) 278-2200

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial statements are provided to aid in the analysis of the financial aspects of the Business Combination and adjustments for the material event. This material event is referred to herein as “Material Event” and the pro forma adjustments for the Material Event are referred to herein as “Adjustments for Material Event.”

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet of the Combined Company after giving effect to the Business Combination as of September 30, 2023 and the unaudited pro forma condensed combined statements of operations of the Combined Company for the nine months ended September 30, 2023 and for the fiscal year ended December 31, 2022 present the combination of the financial information of Oxus and Borealis, after giving effect to the Business Combination and related adjustments including the other material events described in the accompanying notes. Oxus and Borealis are collectively referred to herein as the “Companies,” and the Companies, subsequent to the Business Combination, are referred to herein as the Combined Company or New Borealis.

The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and for the fiscal year ended December 31, 2022 give pro forma effect to the Business Combination and the Material Event as if these had occurred on January 1, 2022. The unaudited pro forma condensed combined balance sheet as of September 30, 2023 gives pro forma effect to the Business Combination and the Material Event as if these were completed on September 30, 2023.

The unaudited pro forma condensed combined financial information is based on and should be read in conjunction with the historical financial statements of each of Oxus and Borealis and the notes thereto, as well as the disclosures contained in the sections titled “Oxus’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Borealis’ Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the Combined Company’s financial condition or results of operations would have been had the Business Combination and the Material Event occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the Combined Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

The Business Combination was accounted for as a reverse recapitalization in accordance with ASC Topic 805, Business Combinations. Under this method of accounting, Oxus was treated as the “acquired” company for accounting purposes. Since New Borealis does not meet the definition of a business under ASC Topic 805, Business Combinations, net assets of New Borealis was stated at historical cost, with no goodwill or other intangible assets recorded. Borealis has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances, and accordingly the Business Combination is treated as an equivalent to an acquisition of Oxus accompanied by a recapitalization:

●

Borealis’ existing shareholders have the greatest voting interest in the combined entity under the no redemption scenario with an approximately 52.55% voting interest;

●

the largest individual minority shareholder of the combined entity is an existing shareholder of Borealis;

●

senior management of Borealis continue as senior management of the combined entity;

●

Borealis is the larger entity based on historical total assets and revenues; and

●

Borealis’ operations comprises the ongoing operations of New Borealis.

The following table presents summary pro forma data after giving effect to the Business Combination, the Material Event and the other transactions at the closing of Business Combination:

	Shares		%
Borealis Shareholders		11,169,864		52.55	%
Oxus Public Shareholders		52,880		0.25	%
Oxus Founders ⁽¹⁾		5,992,636		28.21	%
New Investors		4,040,247		18.99	%
Total		21,255,627		100.00	%

⁽¹⁾

This includes 2,130,136 shares issued to Oxus Capital for their investment in convertible notes in Borealis and also includes 300,000 shares issued to underwriters and 150,000 shares issued to the directors. From the 5,992,636 shares, 200,000 shares are to be allocated to Kanat Mynzhanov and 50,000 to Askar Mametov pursuant to the Sponsor Incentive Agreements.

The Business Combination resulted in the combination of Borealis and Newco, with a fiscal year end of December 31. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and for the year ended December 31, 2022 present the combination of financial information of Newco, Oxus and Borealis, after giving effect to the Business Combination, the Material Event and related adjustments described in the accompanying notes.

Material Event and Background Relevant to Material Event

In November 2023 and in January 2024, Borealis issued convertible notes payable with an aggregate principal amount of $2 million and $3 million, respectively, to New Investors. These facilities are expected to be converted to Class A Shares of the Combined Company at Closing.

In December 2023, the holders of 9,837 Class A Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.20 per share, for an aggregate redemption amount of $0.1 million. In February 2024, the holders of 1,886,751 Class A Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.35 per share, for an aggregate redemption amount of $21.42 million, leaving $0.6 million in the trust account (refer to Note 3 — Adjustments for Material Event).

From October 1, 2023 to the Closing, an additional $1.5 million was drawn under the promissory note.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of September 30, 2023

	Oxus Acquisition Corp.			Borealis Foods, Inc. and Subsidiaries			Adjustments for Material Event (Note 3)			Pro Forma Adjustments			Notes to Pro Forma Adjustments	Pro Forma Combined
ASSETS
Current Assets
Cash	$	70,191		$	8,970,579		$	6,475,000		$	600,263		A	$	11,447,067
											(220,000	)	B
											(4,448,966	)	C
Accounts receivable, net of allowance for doubtful accounts		-			3,269,667			-			-				3,269,667
Inventories, net		-			6,816,016			-			-				6,816,016
Prepaid expenses, current		12,725			1,696,968			-			-				1,709,693
Total Current Assets		82,916			20,753,230			6,475,000			(4,068,703	)			23,242,443

Marketable securities held in Trust Account		21,527,804			-			(20,927,541	)		(600,263	)	A		-
Property, plant and equipment, net		-			47,420,141			-			-				47,420,141
Goodwill		-			1,917,356			-			-				1,917,356
Other non-current assets		-			171,029			-			-				171,029
TOTAL ASSETS	$	21,610,720		$	70,261,756		$	(14,452,541	)	$	(4,668,966	)		$	72,750,969

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current Liabilities
Accrued offering costs and expenses	$	2,697,153		$	10,208,248		$	-		$	(1,781,144	)	F	$	3,214,068
											(1,220,091	)	G
											(6,690,098	)	C
Deferred transaction costs		-			-			-			5,155,000		B		11,360,346
											6,205,346		C
Promissory note		3,350,000			-			1,475,000			-				4,825,000
Related party payable		58,640			-			-			-				58,640
Deferred revenue		-			540,538			-			-				540,538
Due to related parties		-			7,825,791			-			-				7,825,791
Notes payable, current portion, net of capitalized loan costs		-			381,039			-			-				381,039
Notes payable, net of current portion		-			14,039,791			-			-				14,039,791
Convertible note payable, current portion		-			45,300,000			5,000,000			(20,300,000	)	F		-
											(30,000,000	)	G
Total Current Liabilities		6,105,793			78,295,407			6,475,000			(48,630,987	)			42,245,213

Convertible note payable, net of current portion		-			3,000,000			-			-				3,000,000
Finance lease payable, net of current portion		-			1,839,871			-			-				1,839,871
Deferred tax liability		-			1,917,356			-			-				1,917,356
TOTAL LIABILITIES		6,105,793			85,052,634			6,475,000			(48,630,987	)			49,002,440

Commitments and contingencies
Class A ordinary shares, par value $0.0001; subject to possible redemption, at redemption value		21,527,804			-			(20,927,541	)		(600,263	)	E		-

STOCKHOLDERS' (DEFICIT) EQUITY
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,800,000 issued and outstanding as of September 30, 2023 (excluding shares subject to possible redemption as of September 30, 2023 )		180			-			-			206		D		2,125
											5		E
											1,330		F
											404		G
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 2,812,500 shares issued and outstanding as of September 30, 2023		281			-			-			(281	)	D		-
Common stock		-			-			-			-		F		-
Preferred stock		-			-			-			-				-
Additional paid-in capital		-			44,017,927			-			(5,375,000	)	B		82,555,209
											(3,964,214	)	C
											75		D
											600,258		E
											16,056,476		F
											31,219,687		G
Accumulated deficit		(6,023,338	)		(58,808,805	)		-			6,023,338		F		(58,808,805	)
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY		(6,022,877	)		(14,790,878	)		-			44,562,284				23,748,529
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY	$	21,610,720		$	70,261,756		$	(14,452,541	)	$	(4,668,966	)		$	72,750,969

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2023

	Oxus Acquisition Corp.			Borealis Foods, Inc. and Subsidiaries			Pro Forma Adjustments			Notes to Pro Forma Adjustments	Pro Forma Combined

Revenues, net	$	-		$	22,738,156		$	-			$	22,738,156
Cost of goods sold		-			25,666,429			-				25,666,429
Gross profit		-			(2,928,273	)		-				(2,928,273	)

Operating expenses
Operating costs		4,013,655			-			-				4,013,655
Selling, general and administrative expenses		-			12,506,967			-				12,506,967
Total operating expenses		4,013,655			12,506,967			-				16,520,622
Loss from operations		(4,013,655	)		(15,435,240	)		-				(19,448,895	)

Other (expenses) income
Dividend income		1,915,035			-			(1,915,035	)	aa		-
Interest income		4,257			-			-				4,257
Foreign exchange (loss) gain		(9,120	)		4,593			-				(4,527	)
South Carolina grant revenue		-			158,995			-				158,995
Interest expense		-			(5,535,932	)		3,381,822		bb		(2,154,110	)
Total other income (expense), net		1,910,172			(5,372,344	)		1,466,787				(1,995,385	)
Net loss before income taxes		(2,103,483	)		(20,807,584	)		1,466,787				(21,444,280	)
Benefit for income tax		-			(15,092	)		-				(15,092	)
Net loss	$	(2,103,483	)	$	(20,822,676	)	$	1,466,787			$	(21,459,372	)

Basic and diluted weighted average redeemable Class A ordinary shares outstanding		5,324,585								Note 4		21,255,627
Basic and diluted net loss per redeemable Class A ordinary share	$	(0.21	)								$	(1.01	)

Basic and diluted weighted average non-redeemable ordinary shares outstanding		4,612,500										-
Basic and diluted net loss per non-redeemable ordinary share	$	(0.21	)								$	-

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2022

	Oxus Acquisition Corp.			Borealis Foods, Inc. and Subsidiaries			Pro Forma Adjustments			Notes to Pro Forma Adjustments	Pro Forma Combined

Revenues, net	$	-		$	25,590,695		$	-			$	25,590,695
Cost of goods sold		-			33,660,482			-				33,660,482
		-			(8,069,787	)		-				(8,069,787	)

Operating expenses

Operating costs		2,886,611			-			9,339,214		dd		12,225,825
Selling, general and administrative expenses		-			14,992,673			-				14,992,673
Stock-based compensation		-			-			2,998,000		cc		2,998,000
Total operating expenses		2,886,611			14,992,673			12,337,214				30,216,498
Loss from operations		(2,886,611	)		(23,062,460	)		(12,337,214	)			(38,286,285	)

Other income (expense)
Dividend income		2,578,984			-			(2,578,984	)	aa		-
Interest income		4,010			-			-				4,010
Gain on sale of asset		-			50,000			-				50,000
Foreign exchange gain		1,073			1,945			-				3,018
Other expenses, net		-			(3,215,822	)		560,701		bb		(2,655,121	)
Total other income (expense)		2,584,067			(3,163,877	)		(2,018,283	)			(2,598,093	)
Net loss before income taxes		(302,544	)		(26,226,337	)		(14,355,497	)			(40,884,378	)
Provision for income tax		-			(55,588	)		-				(55,588	)
Net loss	$	(302,544	)	$	(26,281,925	)	$	(14,355,497	)		$	(40,939,966	)

Basic and diluted weighted average redeemable Class A ordinary shares outstanding		17,250,000								Note 4		21,255,627
Basic and diluted net loss per redeemable Class A ordinary share	$	(0.01	)								$	(1.93	)

Basic and diluted weighted average non-redeemable ordinary shares outstanding		4,612,500										-
Basic and diluted net loss per non-redeemable ordinary share	$	(0.01	)								$	-

Notes to Unaudited Pro Forma Condensed Combined Financial Information

Note 1 — The Business Combination

Description of the Business Combination

On February 23, 2023, Oxus entered into a Business Combination Agreement with Newco and Borealis. Pursuant to the Business Combination Agreement, among other things: (a) Oxus domesticated and continues as a corporation existing under the laws of the Province of Ontario, Canada (the “Continuance”); (b) on the Closing Date, Newco and Borealis amalgamated in accordance with the terms of the Plan of Arrangement, with Amalco surviving the Borealis Amalgamation as a wholly-owned subsidiary of New Oxus; and (c) on the Closing Date, immediately following the Borealis Amalgamation, Amalco and New Oxus amalgamated (the “New Oxus Amalgamation,” and together with the Continuance, the Borealis Amalgamation and other transactions contemplated by the Business Combination, the Plan of Arrangement and the Ancillary Agreements, with New Borealis surviving the New Oxus Amalgamation).

Under the Business Combination Agreement, the shareholders of Borealis received from New Oxus, in the aggregate, a number of shares of New Oxus equal to (a) the Borealis Value (as defined below) divided by (b) $10.00. The Borealis Value will be equal to $150 million less net indebtedness (aggregate consolidated amount of indebtedness of Borealis minus cash) (the “Borealis Value”).

Basis of Presentation

The Business Combination was accounted for as a reverse recapitalization in accordance with ASC Topic 805, Business Combinations, whereby Oxus is treated as the acquired company and Borealis is treated as the acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Borealis issuing stock for the net assets of Oxus, accompanied by a recapitalization. The net assets of Oxus was stated at historical cost, with no goodwill or other intangible assets recorded. Subsequently, results of operations presented for the period prior to the Business Combination were those of Borealis.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the Business Combination.

The unaudited pro forma condensed combined balance sheet as of September 30, 2023 gives pro forma effect to the Business Combination as if it had been consummated on September 30, 2023. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and year ended December 31, 2022 give pro forma effect to the Business Combination as if it had been consummated on January 1, 2022.

The unaudited pro forma condensed combined balance sheet as of September 30, 2023 has been prepared using, and should be read in conjunction with, the following:

●

Oxus’ unaudited condensed balance sheet as of September 30, 2023 and the related notes included elsewhere in this proxy statement/prospectus/information statement; and

●

Borealis’ unaudited condensed consolidated balance sheet as of September 30, 2023 and the related notes included elsewhere in this proxy statement/prospectus/information statement.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2023 has been prepared using, and should be read in conjunction with, the following:

●

Oxus’ unaudited condensed statement of operations for the nine months ended September 30, 2023 and the related notes included elsewhere in this proxy statement/prospectus/information statement; and

●

Borealis’ unaudited condensed consolidated statement of operations for the nine months ended September 30, 2023 and the related notes included elsewhere in this proxy statement/prospectus/information statement.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 has been prepared using, and should be read in conjunction with, the following:

●

Oxus’ audited statement of operations for the year ended December 31, 2022 and the related notes included elsewhere in this proxy statement/prospectus/information statement; and

●

Borealis’ audited consolidated statement of operations for the year ended December 31, 2022 and the related notes included elsewhere in this proxy statement/prospectus/information statement.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any synergies, operating efficiencies, tax savings or cost savings that may be associated with the Merger.

The pro forma adjustments reflecting the completion of the Business Combination are based on currently available information and assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at the current time and that the proforma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of Oxus and Borealis.

Accounting Policies

Upon consummation of the Business Combination, management will perform a comprehensive review of Oxus’ and Borealis’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the post-combination company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information.

Note 2 — Pro Forma Adjustments

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2023

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of September 30, 2023 are as follows:

Cash released from trust

Adjustment to transfer $0.6 million of marketable securities held by Oxus in trust and converted into cash resources upon close of the Business Combination. Represents the impact of the Business Combination on the cash balance of the Combined Company.

Success fees

Adjustment relates to the business combination marketing arrangement fee of $5.2 million related to the IPO and a legal success fee of $0.2 million, of which $0.2 million was paid upon closing of the Business Combination and $5.2 million is due at the first anniversary of the Closing. This amount was recognized as a decrease in cash $0.2 million, a decrease in additional paid-in capital of $5.4 million, and an increase in deferred transaction costs of $5.2 million.

Transaction and other costs

Adjustment to decrease cash by $4.5 million, accrued offering costs and expenses by $6.7 million (incurred transaction cost of which $2.7 million relates to Oxus, $4 million relates to Borealis), additional paid-in capital by $4 million (incremental transaction cost of which $1.8 million relates to Oxus and $2.2 million relates to Borealis) and, an increase deferred transaction costs of $6.2 million. The adjustment relates to direct and incremental transaction costs that comprised of legal, accounting, audit and miscellaneous fees.

SPAC Class B Share Conversion

Adjustment relates to the conversion of 2,812,500 Class B ordinary shares of Oxus, in accordance to the Class B Share Conversion Ratio, as defined in the Business Combination Agreement. The adjustment results in a decrease of $281 in Class B ordinary shares and increases of $206 in Class A ordinary shares and $75 in additional paid-in capital related to the forfeiture of 750,000 Class B shares by the Sponsor.

Reclassification of Oxus Class A ordinary shares subject to possible redemption

This adjustment relates to the reclassification of 52,880 shares of Oxus Class A ordinary shares subject to redemption, with a par value of $0.0001 into 52,880 shares of the Combined Company Class A ordinary shares, resulting in an increase in Combined Company Class A ordinary shares par value not subject to redemption of approximately $5 and an increase of additional paid-in capital of $0.6 million.

Conversion of Borealis common stock into Oxus Class A ordinary shares

Represents an exchange of Borealis common stock into ordinary shares in Oxus. In exchange for their common stock in Borealis, Borealis Shareholders received 13,300,000 shares of the Combined Company. The pro forma adjustment of the reverse recapitalization is as follows:

●

An adjustment to eliminate Oxus’s accumulated deficit of approximately $6 million.

●

Using an Exchange Ratio of approximately 1-for-0.06646 the total number of shares of the Combined Company’s ordinary shares to be issued to Borealis Shareholders was 13,300,000 shares. Based on a par value of $0.0001, the adjustment to the Combined Company’s ordinary shares par value balance was approximately $1,330. The 13,300,000 shares issued to Borealis Holders was calculated by applying the exchange ratio to the outstanding common stock of Borealis as of September 30, 2023. Refer to the table below.

Diluted Borealis Shares			200,106,652
x: Exchange ratio			0.06646
Total number of Combined Company Shares to be held by Borealis Shareholders post merger			13,300,000

Conversion of New Investor Convertible Note

Represents the conversion of New Investor Convertible Notes to Class A Shares at Closing. The adjustment results in reductions in convertible notes payable, current portion of $30 million, $1.2 million of accrued offering costs and expenses, along with increases of $404 in Class A Shares and $31.2 million in additional paid-in capital. The long-term convertible notes of $3 million will be paid on its maturity date.

Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations for the Nine Months Ended September 30, 2023 and the Year Ended December 31, 2022

The transaction accounting adjustments included in the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and the year ended December 31, 2022 are as follows:

Exclusion of dividend income

Represents elimination of dividend income earned on marketable securities held in the trust account.

Exclusion of interest expense

The adjustment relates elimination of interest expense in connection conversion and settlement of convertible notes.

Recognition Oxus of stock-based compensation

Adjustment relates to the recognition of $3 million of stock-based expense which was considered contingent upon the consummation of the Business Combination.

Transaction cost

To reflect incremental transaction costs for Oxus.

Note 3 — Adjustments for Material Event

The adjustments in connection with the Material Event resulted in:

●

an increase of $5 million in cash and convertible notes payable, current portion, in connection with the funding received by Borealis in November 2023 and January 2024;

●

a decrease of $21.5 million in marketable securities held in trust and common stock subject to redemption, with regards to the redemption of 9,837 Class A Shares in December 2023 and 1,886,751 Class A Shares in February 2024;

●

an increase of $0.6 million in marketable securities held in trust and common stock subject to redemption with regards to the dividend income earned and extension fee deposits made from October 1, 2023 through the closing of Business Combination; and,

●

an increase in cash and promissory note of $1.5 million as a result of additional drawdowns.

Note 4 — Net Loss per Share

Represents the net loss attributable to ordinary shareholders per share calculated using the historical weighted average shares of ordinary shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2022. As the Business Combination and related transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted average shares of ordinary shares outstanding for basic and diluted net loss attributable to ordinary shareholders per share assumes that the shares issuable relating to the Business Combination have been outstanding for the entire period presented. If the maximum number of shares are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period. The calculation of diluted loss per ordinary shares does not consider the effect of the warrants issued in connection with the Initial Public Offering since the inclusion of such warrants would be anti-dilutive.

For the Nine Months Ended September 30, 2023
Weighted average Class A ordinary shares outstanding, basic and diluted		21,255,627
Net loss per share of Class A ordinary shares, basic and diluted	$	(1.01	)

For the Year Ended December 31, 2022
Weighted average Class A ordinary shares outstanding, basic and diluted		21,255,627
Net loss per share of Class A ordinary shares, basic and diluted	$	(1.93	)

Cover	Feb. 07, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 07, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40778
Entity Registrant Name	BOREALIS FOODS INC.
Entity Central Index Key	0001852973
Entity Tax Identification Number	98-1638988
Entity Incorporation, State or Country Code	A6
Entity Address, Address Line One	1540 Cornwall Rd. #104
Entity Address, City or Town	Oakville
Entity Address, Postal Zip Code	L6J 7W5
City Area Code	905
Local Phone Number	278-2200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Shares
Title of 12(b) Security	Common Shares
Trading Symbol	BRLS
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	BRLSW
Security Exchange Name	NASDAQ