NexCel UNITED STATES AND CANADA NEXCEL INDEPENDENT REPRESENTATIVE (IR) POLICIES AND PROCEDURES. (Effective June 1, 2018)

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1 NexCel UNITED STATES AND CANADA NEXCEL INDEPENDENT REPRESENTATIVE (IR) POLICIES AND PROCEDURES (Effective June 1, 2018)

2 FORWARD These Policies and Procedures, including this Forward, together with the IR APPLICATION and the IR COMPENSATION PLANS (IR Network Compensation and the IR Reseller Compensation Plan) constitute the contract between each IR and NexCel, LLC. All previous contracts and understanding are replaced and superseded by this contract, effective June 1, An IR may, at their option also become Reseller, and additionally agree to be bound by the RESELLER POLICIES AND PROCEDURES beginning at Section 9 of this document. With the exception of the wholesale purchases by IR Resellers and Managing Representatives, all product sales are Retail Sales initiated by a Customer on the self- replicating website of their enrolling IR. IRs may neither maintain nor sell from an inventory until and unless they become an IR Reseller. There is no purchase or payment required or a means by which a person or entity may become an IR or continue as an IR. All IR commissions and bonuses are paid exclusively for the enrolling and the retail purchases of customers. The position of a Managing Representative (MR) is highly recommended to those seeking maximum income as an IR. MR is a title given to IRs who purchase the NexCel Optional Administrative Services Suite and Products Package. (not commissioned). The earnings requirements and qualifications, and the compensation which may be earned in the form of Bonuses and Commissions, are identical for all IRs and MRs. The term IR in these Policies and Procedures shall include all MRs and Resellers. NexCel products offered to the public in all U.S. and Canadian states, provinces and Territories by NexCel IRs, are organic CBD OIL products, rigorously tested by FDA registered Laboratories and are 100% Pure (not contaminated by THC, the organic compound which gives the high to marijuana users, nor by heavy metals or biologic matter). No referral by a medical practitioner, nor registration by a state or provincial authority, is necessary in order to purchase our products because there are no THC compounds in NexCel s CBD Oil. Our products are created from Full Spectrum Pharmaceutical Grade CBD Oil and are not marijuana.. NexCel has opened a new era of health and well being for all who seek to enjoy the extraordinary health and wellness benefits which are derived through the use of our Full Spectrum CBD Oil. P.S. It really works! Stephen Smith, CEO and Founder Austin, Texas May 15, 2018

3 INDEX Page # FORWARD.. 1 Section 1. RELATIONSHIP OF THE PARTIES... 4 Section 2. REPRESENTATIVE (IR) AGREEMENT... 4 Section 3. BECOMING AN INDEPENDENT REPRESERNTATIVE. 5 Section 4. MARKETING PRACTICES Section 5. UNFAIR COMPETITION BY IR.. 7 Section 6. TERMINATION. 7 Section 7. IR RENEWAL AND DISPUTE RESOLUTION 8 Section 8. DEFINITIONS... 9 Section 9. RESELLER POLICIESAND PROCEDURES. 9

4 SECTION 1. RELATIONSHIP OF THE PARTIES. 1.1 The Relationship between the Company and an IR. The relationship between the IR and the company is that contracting independent contractors. IR is free to act in the enrollment of customers and the sponsoring of IRs without the control of, or at the direction of NexCel, and at such times the IR shall exclusively determine. 1.2 IR is not an Employee of NexCel IRs are independent contractors in their relationship with NexCel who are not subject to state or federal tax or Social Security withholdings nor the receipt of Unemployment or Workman s Compensation benefits. 1.3 No Governmental Approval. IR understands that NexCel, NexCel products and the NexCel IR Compensation Plans are not required to be licensed or approved by any government Department or Agency. IR shall not state or infer that NexCel, NexCel Products or the IR Compensation Plans, are licensed by or approved by any governmental Department or Agency, and shall not infer that such relationships exist. 1.4 Compliance with Governing Law IRs shall obey by all applicable laws, ordinances and regulations governing their businesses as a NexCel IR. If a federal, state, provincial, territorial, county or city representative contacts an IR regarding the IR s business, the IR shall promptly notify the IR Support Team at NexCel s Home Office. SECTION 2. REPRESENTATIVE (IR) AGREEMENT 2.1 Modifications of These Policies and Procedures NexCel may modify and amend these Policies and Procedures in order to maintain the practices of IRs in conformance with legal requirements and good business practices. Notification of such modifications and amendments shall be given in each IR s Back Office and shall state the effective date of the modifications and amendments, which date shall be at least 10 days subsequent to the date notice is first given to the IRs 2.2 Adherence to the Compensation Plans. IRs must review and adhere to the most current version of the IR Compensation Plans. IRs must not: Offer the NexCel IR and Reseller opportunities through or in combination with, any system, program, or method of marketing not specifically set forth in official NexCel company literature.

5 2.2.2 Require or encourage current or prospective Customers or IRs to participate in the NexCel IR opportunities or to use NexCel products in ways which are prohibited Sponsor, enroll, or sell NexCel products any manner that is inconsistent with official Company literature Require, allow or encourage current or prospective NexCel Customers or IRs to execute any agreement other than the official company agreements as set forth in each IR s self replicating website Require or encourage current or prospective Customers and IRs to make any purchase from, or payment to, any individual or entity other than those purchases or payments identified as recommended or required by NexCel Re- label or repackage any NexCel products or product samples Offer NexCel products on any auction website, or resale website such as Amazon.com nor shall an IR who is not a Reseller offer NexCell products for sale other than by purchase on the NexCel IR s self replicating website.) Claim any legal or equitable interest in a NexCel IR or Customer. IR agrees that all legal and equitable interests in and to NexCel IRs and Customers are owned exclusively by NexCel. SECTION 3. BECOMING AN INDEPENDENT REPRESENTATIVE (IR) 3.1 To become and continue as a NexCel IR every person and legal entity must, where applicable: Be of legal age to enter into contracts in your country of residence Have and provide to NexCel their tax identification information Have their application(s) for an IR business and/or customer relationship with NexCel submitted in writing or electronic submission and accepted by NexCel at its Home Office in the State of Texas, USA. 3.2 Paper Application forms are in the Back Office of every IR. NexCel requests that all applications be accomplished online whenever possible. 3.3 No IR, other than a Reseller in regard to customer purchases, may receive monies from an IR, customer or a prospective IR or customer. Products must be purchased online unless sold by a Reseller. SECTION 4 MARKETING PRACTICES 4.1 NexCel does not provide liability or other insurances to IRs. IR indemnifies NexCel, including reasonable attorney fees, for the alleged acts and omissions of IR for which a third party claims damages from NexCel. 4.2 An IR shall not act in any manner which states or infers that IR is other than commissioned customer enroller and IR recruiter.

6 4.3 An IR may not: Employ or utilize a website other than their self replicating website, utilize advertisements or promotional materials not provided by NexCel, or which have not been pre- approved in writing by NexCel. Approved promotional literature may be provided, but never sold, to other IRs. The seeking and obtaining of approval for use of non NexCel provided websites, advertising and promotional materials are available only to IRs who have attained the rank of Area Director or higher, or who is a Reseller Utilize sales and promotional materials except as provided or pre- approved by NexCel Offer for sale or sell any promotional materials or training materials to another IR or prospective IR Be discourteous or abusive to another person while acting in connection with their IR businesses Claim an interest in any names or marks utilized by NexCel. IR agrees that all such names and marks are exclusively owned by NexCel. 4.4 IRs and MRs may not hold or delay application documents of any type. 4.5 Change of sponsorship is not permitted. NexCel will honor the first application received. No business or customer relationship with NexCel is binding until received and accepted by NexCel at its Home Office in Texas. 4.6 An IR may not spam, use automatic dialing machines, offer monetary or other inducements of value, when enrolling customers and sponsoring IRs. 4.7 Spouses may each operate an IR business so long as each has the same sponsor. 4.8 No person or entity may have an interest in the ownership or earnings of more than one IR or Reseller position except by operation of law (Example: spouses may have an interest in the other spouses IR business by operation of law). 4.9 An IR, while an Active IR and while receiving commissions from NexCel, shall not disparage the Company, its officers, directors, suppliers, consultants attorneys, products or Compensation Plans privately or publicly, by written or spoken word All customers are a business asset of NexCel and an IR may not claim an interest, legal or equitable, in any customer There are no exclusive territories. Every IR is free to conduct their business in all venues in which NexCel is offering its products, currently the USA and Canada. IRs may not offer or sell NexCel products for any purpose outside the USA and Canada.

7 SECTION 5 UNFAIR COMPETITION BY IR 5.1 An IR may participate in other direct selling companies which do not have products competitive to the products of NexCel. An IR may not: Promote any other company s opportunity or products like or similar or an alternative product to a NexCel product, to a NexCel IR, Customer or known prospective NexCel IR or Customer Promote or sell any opportunity or products at or in conjunction with the promotion of the NexCel IR opportunity and products Seek to sponsor or recruit a known NexCel IR or customer to change NexCel sponsor or Customer enroller. 5.2 The prohibitions of section 5.1 shall continue in full force and effect for a period of 180 days from the date of the termination as an Active IR, voluntary or involuntary, or the cessation of their right to receive commissions from NexCel, whichever shall later occur. 5.3 The acts of a member of an IR s household which would breach a provision of the IR Agreement if committed by the IR, may be attributed to the IR in the sole discretion of NexCel. 5.4 IR agrees that the names and personal data regarding NexCel IRs and Customers, and all lists and partial lists of NexCel s IRs or Customers, are the exclusive property of NexCel and may not be utilized by an IR for any purpose whatsoever without the express prior written consent of NexCel, which consent NexCel may refuse without explanation or justification. This section 5.4 shall continue for three years from the termination of Active IR status or the right to receive commissions, whichever shall last occur. SECTION 6 TERMINATION 6.1 An IR may terminate this agreement upon written notice by mail, or to info@nexcel.com, regardless of reason. NexCel May terminate this Agreement upon a material breach of a provision of this Agreement. 6.2 Upon termination of an IR Reseller and/or IR for any reason, which results in cessation of their Active IR and/or Active Reseller status, all products, sample products and sale aids purchased from NexCel, including products and sample products purchased by the IR as part of an Accelerator Kit, which are in resalable condition may returned to NexCel for a 90% refund, upon the following conditions: The items to be refunded must be returned to NexCel at IR expense within 30 days of termination and bearing a refund processing number provided by NexCel to the IR The refund shall include all shipping and handling fees paid by IR to NexCel. Return shipping costs and sales taxes paid by an IR are not refundable.

8 6.2.2 Items subject to refund must have been purchased from the Company within Three Hundred Sixty- five (365) days prior to the date the IR became inactive and received by NexCel within 30 days of the date the IR became inactive. Only sales aids in useable condition, and products and product samples in unopened original container with original seal intact shall be eligible for refund. 6.3 IRs and Resellers may sell their IR and Reseller businesses. A minimum of seven (7) days must pass from the date of NexCel s receipt of written notification of sale and a copy of the sale agreement before a sale may become effective. 6.4 NexCel must approve any whole or partial sale of an IR or Reseller business, which consent will not be unreasonably withheld. Any proposed sale of an IR and/or Reseller business not approved within the 20 day period after NexCel receives Notice and a copy of the proposed sale agreement, NexCel shall be deemed to have denied its consent to the sale. 6.5 An IR or IR Reseller who has been terminated by the company for cause may sell their IR and/or Reseller business as set forth above in this Section 7 subject to the following conditions In the event the Seller shall breach a duty owed to NexCel under these P & P, and as extended by agreement between Seller and Buyer. Seller shall forfeit the right to receive the unpaid portion of the sale agreement. SECTION 7 IR RENEWAL AND DISPUTE RESOLUTION 7.1 The IR agreement and the Reseller agreement renew automatically on the twelve month anniversary date of their initial IR Agreement. All renewals shall be without cost or financial obligation to the IR. 7.2 The IR and IR Reseller agreements shall be interpreted and enforced under the laws of the State of Texas. No modification of either agreement shall be binding upon a party unless in writing signed by the Company and by the IR. 7.3 In the event a dispute shall arise between IRs, any IR who would be a party litigant in the dispute if the dispute were litigated in a court proceeding, may initiate a 30 day period of informal mediation of their dispute by NexCel, which as a mediator may request written submissions by the parties. Within 15 days of receiving the last written submission NexCel shall issue an opinion and recommendations to the parties, to be followed by a conference call within 5 days of issuance of the written opinion. To the extent the dispute remains unresolved upon completion of the conference call, an IR may initiate litigation in any court of competent jurisdiction In the event of a dispute between NexCel and an IR, such disputes shall be exclusively in the Texas State Courts of Travis County, Texas, subject to the right of any party to invoke the jurisdiction of the federal courts within Travis County, Texas where the federal courts have original jurisdiction over the parties and the subject matter of the dispute.

9 7.5 The court hearing disputes under section 7.4 may award, in addition to declaratory relief, injunctive relief and orders of specific performance, contract damages, and consequential damages not to exceed $50,000, post judgment interest, and reasonable attorney fees to the prevailing party. 7.6 Each IR hereby waive their rights, if any, to participation in a class action against NexCel, and each IR and NeCel each waive their right to seek or punitive or exemplary damages from one another. SECTION 8 DEFINITIONS 8.1 Independent Sales Representative (IR). A person or entity acting as an independent contractor under contract with NexCel to enroll customers for NexCel and to sponsor others as NexCel IRs An IR is Active if they have earned any commission or bonus in the prior 12 calendar weeks; a week is Sunday through Saturday. 8.2 MR. An IR who has elected to purchase a Package of services, products and product samples at the time they apply to be an IR. 8.3 Customer. A purchaser of NexCel products at company retail prices by means of a sale method established or preapproved in writing by NexCel. 8.4 Reseller. An IR who has been licensed by NexCel to buy NexCel products at an up to 40% discount from the company established retail prices and to resell them to end user customers at the established Company Retail prices. 8.5 ID Number. An internal identification number assigned to an IR by NexCel. 8.6 Sponsor. An IR who recruits IRs to NexCel. 8.7 Enroller. An IR who seeks to gather customers for NexCel. 8.8 Rank. A designation given to an IR based upon their achievement in making personal customer enrollments, IR recruiting, and assisting IRs in their sales organization if linked by sponsorship IRs. SECTION 9 RESELLER POLICIES AND PROCEDURES 9.1 The IR Agreement is binding upon all IR Resellers, except when in conflict with these Reseller Policies and Procedures, in which case these Policies and Procedures shall govern the parties business relationship.

10 9.2 Resellers may not sell NexCel products other than to ultimate end user customers obtained by Reseller and residing in the United States 9.3 Resellers buy their NexCel products from NexCel corporate FOB warehouse at a 40% discount from NexCel published USD retail prices. Sample products may not be resold.the Reseller shall purchase inventory not to exceed the sales of each product during the previous 3 calendar months. 9.4 The term of the Reseller License shall be two years and shall automatically renewed for successive two year terms unless Reseller decides to terminate this agreement by written notice to NexCel at least 60 days prior to the RESELLER S DESIGNATED TERMINATION DATE 9.5 All inventory sales to Reseller shall be FOB NexCel s warehouse within the State of Texas, USA, freight and insurance prepaid by NexCel and invoiced to Reseller. NexCel shall initiate shipment upon payment of invoice and clearance of funds. 9.6 On or before the 10 th day of each month Reseller shall deliver to NexCel its Monthly Sales Report for the previous calendar month. Said Report shall be of the form and content established by NexCel from time to time, and shall include: A. Beginning of month and end of month inventories of each product. B. The names, addresses of new customers (non autoship) enrolled to NexCel in the previous calendar MONTH. 9.7 Resellers enter into a formal written Reseller Agreement with NexCel. 9.8 All customers acquired by Reseller are the Customers of NexCel and may not be solicited to other products of or utilizing CBD Oil by Reseller during the term(s) of this agreement and so long as they are active customers of NexCel. The term Active Customer shall mean: The Customer has purchased one or more products from NexCel during the past 12 calendar weeks (Sunday through Saturday). 9.9 Reseller may utilize product promotional materials, including testimonials available in the IR Back Office of Reseller, together with such additional sales materials submitted by Reseller to NexCel and approved in writing by NexCel prior to their use by Reseller Reseller shall utilize from time to time such lawful methods for the sale of the products as Reseller shall determine from time to time Reseller shall obtain and maintain all licenses and registrations required to conduct its IR Reseller business.