Reseller Terms & Conditions

PURPOSE:
To provide guidance regarding, and formalize agreement to:

– Inwell Bioscienses’s product pricing policy.
– Inwell’s prohibition against remarketing of its products.

Please carefully read the following, and acknowledge/accept these policies by signing
below.


A. Inwell’s product pricing policy.

Inwell Biosciences LLC (“Inwell”) has a minimum advertised price policy (the “Policy”) applicable
to all Inwell distributors, Retailers, and health care practitioners – including all medical clinics —
(collectively, “Retailers”), as of January 1, 2020 for products as designated by Inwell (the
“Products”). The Policy is being implemented to help insure the long-term viability of the Inwell
brand and to protect the investment and the margins of the Retailers that provide valuable
product assistance and support to their customers.

Inwell has established a minimum advertised price for its Products (“MAP”). Pursuant to the
Policy, the Retailers may not advertise or otherwise promote the Products at a net price less
than MAP and may not sell the Products to any other person or entity which advertises or
otherwise promotes the Products at a net price less than MAP. Inwell will cancel all orders and
refuse to accept any new orders from any Reseller for the Product immediately following
verification by Inwell to its reasonable satisfaction that the Reseller has advertised or otherwise
promoted a Product or the Products at a net price less than MAP or the Reseller has sold a
Product or the Products to a person or entity which advertised or otherwise promoted a Product
or the Products at a net price less than MAP. Once Inwell has decided to cancel all orders for
the Products and not to accept new orders for the Products, Inwell will never again sell the
Products to the Reseller while the Policy remains in effect.

For the purposes of the Policy, the “net price” shall mean the published or advertised price that
the Reseller makes the Product available to its customers taking into account all discounts,
deductions, rebates, allowances, credits, charges, the separate price of products bundled with
the Products by the Reseller, coupons, premiums, promotions, free goods and services and
gifts offered with the Product. Customer-paid taxes shall not be included in the determination of
the “net price.” The Policy does not apply to close out, discontinued, or non-current Products.

The Policy is subject to change or cancellation at any time by Inwell. Inwell will provide the
Retailers with at least thirty (30) days’ notice of any change or cancellation of the Policy.

The Retailers are not required to list prices in advertising. If a price is listed in an advertisement
or promotion, the net price must be at or above MAP. Statements such as “call for price” and
“call for quote” are acceptable.

Inwell will provide to the Retailers the list of Products subject to the Policy. MAP will be shown
on the Inwell price list, and may be updated from time-to-time.

B. Inwell’s prohibition against remarketing of its products.

Inwell provides its Products to the Clinics at wholesale pricing. While it is intended that the
clinics resell those Products to its customers at a retail markup price, it is against company
policy (and therefore prohibited) for the clinics to sell any Product to anyone for resale. The
Product should be sold by the Clinic for personal use only.

As a reminder, this policy also strictly prohibits the advertisement and sale of Inwell Product on
third-party websites and the like.


END


The Retailers are not required to list prices in advertising. If a price is listed in an advertisement
or promotion, the net price must be at or above MAP. Statements such as “call for price” and
“call for quote” are acceptable.

Inwell will provide to the Retailers the list of Products subject to the Policy. MAP will be shown
on the Inwell price list, and may be updated from time-to-time.

B. Inwell’s prohibition against remarketing of its products.

Inwell provides its Products to the Clinics at wholesale pricing. While it is intended that the
clinics resell those Products to its customers at a retail markup price, it is against company
policy (and therefore prohibited) for the clinics to sell any Product to anyone for resale. The
Product should be sold by the Clinic for personal use only.

As a reminder, this policy also strictly prohibits the advertisement and sale of Inwell Product on
third-party websites and the like.
END