Attached files
Exhibit
10.37
AMENDMENT TO THE SUPPLY AGREEMENT
THIS AMENDMENT TO THE SUPPLY AGREEMENT (this
Amendment ) is
made as of March
28th,
2020 (the "Effective Date"), by and between HTO Holdings Inc., a
corporation under the laws of the State of Delaware, having a place
of business at 78000 Fred Waring Dr. Ste 103. Palm Desert CA,
92211, (" Supplier"), and Exactus Inc., a corporation existing and
organi ed under the laws of the Nevada, having a place of business
at 80 NE 4th Avenue, Suite 28, Delray Beach, Florida 33483,
(hereinafter "Buyer" or the "Company") (Buyer and Supplier may be
referred as the "Parties" or Party ), and amends certain terms of
the Supply Agreement among the Parties dated as of February
3rd,
2020 (the
Original Agreement ).
WHEREAS the
Parties are subject to the terms and conditions of the Original
Agreement to which Supplier will grow, harvest, process, extract
and supply Products, as defined below, to Buyer (referred to below
as "Production").
NOW THEREFORE in
consideration of the promises and of the respective covenants and
agreements herein contained, it is agreed by and between the
parties hereto as follows:
1.
Capitali ed terms used in this Amendment and not otherwise defined
shall have the respective meanings specified in the Original
Agreement.
2.
Unless otherwise provided, all references herein to Sections,
Articles or Schedules of an agreement other than this Agreement are
references to Sections, Subsections, Articles and Schedules of or
to the Original Agreement.
3.
The provisions of the Original Agreement shall be amended as set
out in this Agreement as and from the date of this
Amendment.
4.
An additional Section 21 shall be added to the Original Agreement,
with the following provision:
21.
ADDITIONAL SERVICES
In addition to the supply of the Products described in the
Agreement herein, the Buyer shall provide the Supplier with the
following services:
21.1
Aid
Supplier s management in building the out the necessary compliance
requirements for the Products.
21.2 Participate
in discussions related to Supplier s 2020 farming, harvesting and
processing plans as well as joint supply
scenarios.
21.3 Interact
with the Supplier s ingredient and manufacturing divisions to
facilitate development of documents for selected SKUs to service
white label market
21.4
Aid the CEO of the Supplier in overseeing the entire supply chain
and work jointly in establishing higher quality and compliance
standards, lower production costs and maximi e
scalability
21.5 The
Supplier agrees to pay the Buyer USD$3500 a month, beginning March
15th,
and paid on the 1st
of
each month thereafter, in consulting fees (the Consulting Fee ).
The Supplier reserves the right to cancel the Consulting Fee with
30 days notice.
5.
Any reference to the Original Agreement made in any document
delivered pursuant thereto or in connection therewith shall be
deemed to refer to the Original Agreement as amended, supplemented,
modified, restated or replaced by this Amendment and otherwise from
time to time.
6.
With the exception of the foregoing amendment, the Original
Agreement shall continue in full force and effect unamended and the
Original Agreement, as amended and modified by this Amendment, is
in all respects ratified and confirmed and the Original Agreement
and this Amendment shall be read, taken and construed as one and
the same instrument.
7.
Each of the parties hereto shall promptly do, make, execute,
deliver or cause to be done, made, executed or delivered, all such
further acts, documents and things as the other parties hereto may
require, acting reasonably, from time to time for the purpose of
giving effect to this Amendment and shall use reasonable efforts
and take all such steps as may be reasonably within its power to
implement to the full extent the provisions of this
Amendment.
8.
This Amendment constitutes the only agreement between the parties
with respect to the subject matter hereof and shall supersede any
and all prior negotiations and understandings.
9.
The terms and provisions of this Amendment shall be binding upon
and enure to the benefit of the Parties and their respective
executors, heirs, successors and permitted
assigns.
10.
This Amendment shall be governed by and interpreted and enforced in
accordance with laws of the laws of the State of
Delaware.
11.
This Agreement may be executed in any number of counterparts, which
taken together shall form one and the same agreement. Counterparts
may be delivered either in original or faxed form and the parties
adopt any signatures received by a receiving fax machine as
original signatures of the parties.
IN WITNESS WHEREOF the
Parties hereto have executed this Amendment as of the date first
written above.
HTO
HOLDINGS INC.
By: /s/ Zayn Kalyan
Name: Zayn Kalyan
Name: Zayn Kalyan
Title Corporate
Secretary
Date: March 28, 2020
EXACTUS INC.
By: /s/ Emiliano
Aloi
Name:
Title:
Emiliano Aloi -
CEO
Date: March 28,
2020