Page 503 - Onboarding May 2017

Agreement should be construed against another party hereto simply because such other party may have actually drafted
such provision.

Item 50 - Miscellaneous.
All terms used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and
construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the
context or sense of this Agreement may require, the same as if such words had been written in the Agreement themselves.
The headings inserted in this Agreement are for reference purposes only and shall not affect the construction of this
Agreement or limit the generality of any of its provisions.

Item 51 - Alternative Dispute Resolution.

(a) The parties shall attempt in good faith to resolve by mediation any claim, dispute or controversy arising
out of or relating to this Agreement. Either party may institute a mediation proceeding by a request in writing to the other
party. Thereupon, both parties will be obligated to engage in mediation. The proceeding will be conducted in the Kansas City,
Missouri metropolitan area in accordance with the then current Center of Public Resources Model Procedure for Mediation of
Business Disputes. In the event that the parties are unsuccessful in resolving the dispute via mediation, the parties agree
promptly to resolve any such claims, disputes and/or controversies through binding confidential arbitration conducted in the
Kansas City, Missouri metropolitan area in accordance with the then current Commercial Arbitration Rules of the American
Arbitration Association (the “AAA”); provided, one neutral arbitrator shall be chosen in accordance with such rules to arbitrate
the dispute. The parties irrevocably consent to such jurisdiction for purposes of said arbitration, and judgment may be
entered thereon in any state or federal court in the same manner as if the parties were residents of the state or federal district
in which said judgment is sought to be entered. All applicable statutes of limitations and defenses based upon the passage
of time shall be tolled while the requirements of this Section 51 are being followed. Notwithstanding the foregoing provisions,
Selected Buyers (other than the Servicers) and Supplier retain the absolute right to proceed directly against the other, with
respect to any claims that either might have against the other without resort to mediation or arbitration. The mediation and
arbitration provisions contained in this Section 51 shall be limited to disputes between Supplier and the Co-op and/or the
Servicers.

(b) Nothing contained in Section 51(a) shall bar the right of any of the parties to seek and obtain
temporary injunctive relief from a court of competent jurisdiction in accordance with applicable law against threatened
con-duct that will cause loss or damage, pending initiation and/or completion of the arbitration.

Item 52 - Acknowledgement, Agreement and Access to CPS
The Co-op and the Supplier acknowledge and agree that the business terms between the parties concerning the purchase
and sale of Products to the Co-op and its Selected Buyers including, but not limited to, Price(s) shall be the latest information
submitted to the Co-op by Supplier through CPS and acknowledged by the Co-op. If the parties are unable to agree on the
information and other data submitted to the Co-op by Supplier, the information last acknowledged by the Co-op shall govern
and control until an agreement is reached between the parties or the Agreement is terminated. Notwithstanding anything to
the contrary in the Agreement, the terms and conditions of the Agreement as supplemented by the information set forth in
CPS shall constitute the entire agreement between the Co-op and the Supplier concerning the Products. All information and
other data uploaded to the CPS by Supplier shall be accurate and comply with the terms and conditions of the Agreement
and any applicable SSA Addenda. The Co-op shall provide Supplier reasonable access to CPS (subject to the Co-op’s
standard CPS user agreement applicable to all suppliers using CPS). Supplier agrees to access CPS periodically for the
purpose of reviewing the accuracy of any information existent on CPS and inform the Co-op immediately of any such
inaccuracies. Subject to the Co-op’s then current CPS access and subscription guidelines, Supplier may be required to pay a
one-time inventory connection fee and/or an annual subscription fee.

IN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized signatories as of the
Effective Date, but actually on the dates set forth below.

SUPPLIER: THE CO-OP

Centralized Supply Chain Services, LLC