Sales-Based Milestone. In partial consideration of the license rights granted by UroGen to Allergan hereunder and subject to the terms and conditions set forth in this Agreement, the first time that the aggregate Net Sales of all Licensed Products made by Allergan or any of its Affiliates or Sublicensees in the Territory in any Calendar Year exceed ​, Allergan shall pay to UroGen a non-creditable, non-refundable milestone payment in the amount of ​. Such milestone payment shall be due within ​ days after the end of the applicable Calendar Year in which the relevant sales threshold was met.

Estimated Sales Levels. UroGen acknowledges and agrees that the sales levels set forth in [Section 6.2.2] and [Section 6.3.1] shall not be construed as representing an estimate or projection of anticipated sales of the Licensed Products or implying a level of diligence or Commercially Reasonable Efforts in the Territory and that the sales levels set forth in those Sections are merely intended to define Allergan’s royalty and other payment obligations, as applicable, in the event such sales levels are achieved.

Nutanix Sales Policies. Additional procedures, policies and methodologies for calculation of Earned Commissions and PO Advances in the event of customer or territory splits, assignment changes, global accounts and cross-theater issues with respect to any given customer order shall be governed by Nutanix Sales Policies, which shall be made available to Participant from time to time and made be amended or revised in the Company’s sole discretion.

Bulk liquid price per gallon assumes packaged in 55-gallon food grade drum

“Bulk Purchase” shall mean a purchase of Contracts from any one seller (other than from another Borrower), in a single transaction or as part of an integrated series of transactions (other than a purchase of Contracts in connection with a Permitted Facility or a Permitted Transfer). A Permitted Acquisition shall be deemed to not constitute a Bulk Purchase.

The making by any Borrower and/or by any Guarantor of a bulk sale or other disposition of substantially all of its assets.

We are enmeshed in the Industrial Hemp Industry, both domestically and International. The CBD market grossed ​ in ​; however, the US CBD market alone is expected to reach ​ by 2020, of which it is estimated that ​ of those sales will be in hemp based sources. We are researching innovative and lucrative projects, partnering with like-minded companies in the Industry, and maximizing our presence in the CBD product markets. We are focused primarily on supplying and developing products for retail brick and mortar shops and online sales, along with Bulk Supply of Raw Hemp Extracts. We believe that i) our partnership in VitaCBD, ii) a developing vapable CBD product line under the brand Cherry Hemp Oil (CHO), iii) contracted sales through www.chillcbdoil.com, and iv) a new online CBD Market Place www.cbd.biz, the MCIG Hemp CBD Division is placed in a great position in the current field of CBD competitors.

Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s issuance or sale of # Common Stock, options to purchase Common Stock or Common Stock issuable upon the exercise of options, pursuant to any stock option, or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented; # Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise in writing to the Agent, # Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Stock hereby and # Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership).

Each store-front is allowed a basic identification sign to display company name in Polyurethane (Gatorfoam) 11” microgramme letters 1” thick the color of which shall match the color scheme of the exterior trim color of the building.

SECTION # EVENTS OF DEFAULT 4445