Page 489 - Onboarding May 2017

from any purchase commitment to Supplier to the extent that such purchase obligation is assumed or fulfilled by Selected
Buyers.

(g) Provision of Information. Subject to the confidentiality obligations of Section 37, Supplier shall provide
the Co-op with such information that the Co-op may request from Supplier, in such form and substance designated by the
Co-op, with regard to the business between Selected Buyers and Supplier, in order to permit the Co-op to monitor Supplier’s
performance under this Agreement. Notwithstanding the foregoing, Supplier agrees to provide to the Co-op a weekly (or
such other interval as may be reasonably required by the Co-op) inventory status report showing current supplies of Product
inventory, broken down by Product, as well as showing any slow-moving and/or fast-moving Products (the “Inventory
Report”).

(h) Product Inventory. Supplier and the Co-op agree to review in good faith on an ongoing basis the
Inventory Report, including the review of slow-moving and/or fast moving Products, to minimize the risk of any cumulative
oversupply or undersupply of Product inventory at any time during the term of this Agreement. If at any time during the term
of this Agreement any Product has reached an inventory level to be considered in undersupply or oversupply, or it is
apparent that any Product will or is expected to reach an inventory level considered to be in undersupply or oversupply, each
as determined by the Co-op, Supplier and the Co-op agree in good faith to discuss the circumstances of such undersupply or
oversupply and make diligent attempt(s) to reach a reasonable and mutually agreeable joint resolution with respect to the
inventory of such Products.

Item 3 - Price(s).

(a) Prices for Product(s). The Price(s) for the Products shall be those Prices mutually agreed upon and
set forth in the CPS. The Price(s) for the Products set forth in the CPS may be updated and amended from time to time
through the mutual agreement of Supplier and the Co-op. All agreed Price changes shall be confirmed by e-mail notification
to Supplier through CPS.

(b) Complete Price(s). Supplier warrants that the Price shall be complete and that no additional charges
of any type shall be added without the prior written consent of the Co-op. Such additional charges include, without limitation,
shipping (including air freight charges)(except to the extent addressed in applicable SSA Addenda), packaging, labeling,
customs duties, taxes, storage, insurance, pallets, boxing or crating unless expressly agreed to, by the Co-op, in advance, in
writing.

(c) Most Favored Pricing. Supplier agrees that, during the Term, the net Price(s) for the Products
(considering unit price, discounts, allowances, rebates and other terms and conditions offered to other customers and
considering any materials and other input cost positions taken by Supplier at the Co-op’s written direction) will be as
favorable as, or better than, the price(s) at which the Products or any reasonably comparable substitute for the Products are
being sold by Supplier to any other national franchise system which purchases a comparable volume and mix of goods (a
“Comparable Purchaser”). If Supplier offers a lower price for Products or any reasonably comparable substitute for the
Products to any other Comparable Purchaser, Supplier shall promptly offer the lower price, in writing, to the Co-op and its
Selected Buyers.

(d) Amounts Payable to the Co-op. The terms of any service, marketing, or promotional allowances or
other amounts payable by Supplier to the Co-op, if any, are as described in applicable SSA Addenda.

Item 4 - Shipment.

(a) Product Shipping. The Products shall be shipped as mutually agreed upon by Supplier and the Co-op
and set forth in the CPS. The Products shall be shipped within the time frames and on the terms specified in applicable
SSA Addenda, or as otherwise agreed between Supplier and the Co-op and/or its Selected Buyers, as the case may be, and
with the carrier designated by the Co-op and/or its Selected Buyers; provided, however, that if a carrier is not designated by
the Co-op and/or its Selected Buyers, then Supplier shall ship the Products via Supplier's "best means" carrier.

(b) Expedited Shipping. If, in order to comply with the Co-op's and/or its Selected Buyers' required
delivery date, it becomes necessary for Supplier to ship by a more expensive method than specified in this Agreement, any
increased transportation costs resulting therefrom shall be paid by Supplier; provided, however, if the necessity for such
rerouting or expedited handling results solely from changes requested by the Co-op and/or its Selected Buyers, and if
Supplier promptly notifies the Co-op and/or Selected Buyers, as appropriate, upon learning of such changes, that such
changes will result in increased transportation costs, then Supplier will not be liable for the increased portion of such charges.