Specifications. "Specification(s)" means written specifications or designs provided by Buyer. Collectively, the Buyer's Specifications and Supplier's Specifications may be referred to as the "Specifications". The Hemp Extracts shall comply with all applicable laws and regulations and conform to the Specifications. No change in the Specifications shall be made by the other party except with prior written approval of the party providing the Specification. Any changes that affect form, fit or function of the Hemp Extracts will be reflected in updated Purchase Orders. Supplier shall not ship any Hemp Extracts that have had such changes made until new Purchase Orders have been issued.

Orders. All orders for the Products shall be in writing, and the originals shall be submitted to Company.

Distributor purchase orders must be placed in current master carton quantities. All custom and special orders require 100% prepayment.

2.3Orders. In conjunction with each binding forecast described in [Section 2.2], Purchaser shall, and from time to time during or before the binding forecast quarter, provide to Supplier written purchase orders specifying quantities and requested delivery date(s) of Supply Deliverables that in aggregate over the binding forecast quarter equal or exceed the amounts of the Supply Deliverables specified in that binding forecast quarter, as well as the location(s) to which the requested Supply Deliverables are to be shipped. Each order shall be deemed to have been accepted by Supplier unless rejected by Supplier by providing Purchaser with written notice of rejection within fifteen (15) business days after receipt. Any purchase orders submitted by Purchaser shall reference this Agreement and shall be governed exclusively by the terms contained herein. Any term or condition in any purchase order, confirmation, or other document furnished by Purchaser or Supplier that is in any way inconsistent with the terms and conditions set forth in this Agreement is hereby expressly rejected. No accepted order shall be modified or canceled except as provided herein or upon the mutual agreement of the parties. Mutually agreed change orders shall be subject to all provisions of this Agreement, whether or not the change order so states. Purchaser may in its sole discretion by written notice to Supplier cancel orders for and deliveries of any Supply Deliverables that are not delivered within 90 days after the delivery date specified in the accepted order or, if returned in accordance with [Section 3.3(c)], are not replaced within the time period specified in [Section 3.3(c)]. In the event of such cancellation by Purchaser, Purchaser may then make appropriate and proportional adjustments to any outstanding orders and forecasts in light of any shortfalls in supply that relate to such cancellation.

judgments or orders (other than judgments or orders in respect of Non-recourse Debt) for the payment of money exceeding $150,000,000 in aggregate amount shall be rendered against the Borrower or any Subsidiary of the Borrower and either # enforcement proceedings shall have been commenced by any creditor upon such judgments or orders or # such judgments or orders shall continue unsatisfied and unstayed for a period of 30 days;

Change of Control; Potential Change of Control. For the purposes of this Agreement:

For the purposes of this Agreement:

In the event of a Key Employee’s Termination of Employment following a Change of Control, the Company shall issue the Key Employee a number of shares of Common Stock equal to the Grant Number of Restricted Stock Units.

Change in Control. The term “Change in Control” means:

Change in Control. Notwithstanding the provisions of Section 3(a), in the event of a Change in Control, if the Awards are not assumed or replaced with awards of substantially equal value by the acquiring entity in such a Change in Control and/or cease to remain outstanding immediately following the Change in Control, all of the Restricted Stock Units subject to a Participant’s Award will become fully vested as of the date immediately preceding such Change in Control, provided the Participant has remained continuously employed by the Company or a Related Company through such date. After a Change in Control, references to the “Company” as they relate to the Award shall refer to the successor entity.