BC Bud : Quality Agreement

QUALITY AGREEMENT

In Witness Whereof, the Parties hereto have caused this Quality Agreement to be executed by their authorized representatives as of the effective date and year of this Agreement.

Quality Agreement

for

Manufacturing, Packaging and Transport of Cannabis Products

Between

Contract Owner

BevCanna Enterprises Inc.

6401 Sidley Mountain Rd.

Bridesville, BC V0H 1B0

and

Contract Acceptor

The BC Bud Co. ("Client")

[redacted: personal address]

Vancouver, BC

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QUALITY AGREEMENT

Table of Contents

Contents
1.	Purpose and Scope...................................................................................	4
2.	Term of Agreement ..................................................................................	4
3.	Confidentiality .........................................................................................	5
4.	Representations and Warranties.................................................................	5
5.	Termination.............................................................................................	6
6.	Regulatory Responsibilities ........................................................................	6
7.	Facilities and Equipment ...........................................................................	6
8.	Raw Materials ..........................................................................................	7
9.	Packaging and Labelling Materials ..............................................................	7
10. Manufacturing Instructions and Records ...................................................	8
11.	Finished Product Testing.........................................................................	8

12. Risk Management (Preventive Control Plan) - PCP and Prohibited Substances9

13.	Reprocess and Batch Adjustments/Rework/Retest	......................................9
14.	Technical Transfer, Promotions, and Assistance .......................................	10
15.	Deviation and Non-Conformance............................................................	10
16.	Certification and Disposition of Product...................................................	10
17.	Documentation Requirements................................................................	11
18.	Storage Requirements..........................................................................	11
19.	Transportation Requirements ................................................................	12
20.	Complaint and Adverse Event Handling...................................................	12
21.	Returns ..............................................................................................	12
22.	Document and Reserve Sample Retention ...............................................	13
23.	Change Control ...................................................................................	13
24.	Recalls ...............................................................................................	13
25.	Regulatory Interactions and Inspections .................................................	14
26.	Client Audits/Visits...............................................................................	14
27.	Sub-Contractors ..................................................................................	15
28.	General Provisions ...............................................................................	15
29.	Final Approval .....................................................................................	15
ANNEX A: Contact Details.......................................................................	17
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QUALITY AGREEMENT
ANNEX B: List of Products ......................................................................	18
ANNEX C: Table of Responsibilities.........................................................	19
ANNEX D: Batch Numbering and Expiry Date System .............................	24
ANNEX E: Sub-Contractors .....................................................................	25
ANNEX F: History of Changes .................................................................	26

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QUALITY AGREEMENT

Table of Annexes

Annexes to this Quality Agreement are permissible for detailing/listing required information such as the list of products, product specifications, contacts, subcontractors list, etc. Revisions to the Annex information may be approved separately from the Main Agreement.

Annex A:	Contact Details
Annex B:	List of Products
Annex C:	Table of Responsibilities
Annex D:	Batch Numbering and Expiry Date System
Annex E:	Sub-Contractors
Annex F:	History of Changes

1. Purpose and Scope

This Quality Agreement, (hereafter "Agreement") is between:

BevCanna Enterprises Inc. ("BevCanna") with corporate office located at 6401 Sidley Mountain Rd., Bridesville, B.C. V0H 1B0, Canada and Mailing Address: PO Box 33957 Vancouver D CSC, Vancouver, B.C. V6J 4L7

AND

The BC Bud Co. ("Client") located 151 W. 2nd Ave. Vancouver, BC V5Y 0L8

BevCanna and Client are sometimes referred to herein individually as a 'Party' and collectively as the 'Parties'.

This Agreement defines the expectations and responsibilities of BevCanna as an approved supplier of the products listed in Annex B ("Products") to Client.

The scope, operation and requirements of the Quality Agreement is in relation to the Co-packing agreement entered into between the Parties ("Co-packing Agreement") and shall be interpreted in a manner that is consistent with the terms and conditions of the Co-packing Agreement. In the event of any conflicts or inconsistencies between the Co-packing Agreement and this Agreement, this Agreement shall prevail with respect to any quality and compliance provisions. In the event that the Quality Agreement is silent, the Co- packing Agreement shall apply, and specifically, the indemnity/limitation of liability, insurance, governing law and dispute resolution provisions of the Co-packing Agreement shall apply to the Quality Agreement.

This Agreement, and the Co-Packing Agreement, contain the entire agreement and understanding of the Parties with respect to manufacturing of products by BevCanna, and there are no other promises or conditions in any other agreement whether oral or written which form a part of the relationship of the Parties hereto. This Agreement supersedes any prior written or oral agreements between the Parties related to Quality. This Agreement may be modified or amended if the amendment is made in writing and is signed by both Parties.

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QUALITY AGREEMENT

2. Term of Agreement

This Agreement shall enter into full force and effect on the date all Parties have signed the Agreement, and shall continue in effect until the termination, expiration or cancellation of the Co-packing Agreement. The responsibilities set forth in this Quality Agreement and all related definitions shall survive the completion of performance, expiration or termination of this Quality Agreement.

The Quality Agreement may be amended or renewed at any time by written agreement between all Parties. Annexes to this Agreement may be revised separately, as required. The History of Changes (Annex G) will document revision to the Agreement and the Annexes. Approval of the History of Changes by both Parties will indicate approval of any updates to the Annexes to this Agreement.

3. Confidentiality

The Parties acknowledge that manufacturing procedures, technical specifications of the Products and all other information provided by one Party to the other for the purpose of this Agreement constitute Confidential Information for the purposes of the Co-packing Agreement.

BevCanna and the Client shall commit each other to the strict secrecy of their mutual know-how. This provision shall survive termination of this Agreement or a separate Non-Disclosure Agreement (NDA).

Upon termination of this Agreement, the Parties shall, upon request, immediately return to each other the documents, studies and other written information provided, with the exception of data which the Party who received the request is obliged to retain pursuant to requirements under the Cannabis Act and Regulations.

4. Representations and Warranties

BevCanna agrees to implement and maintain a Quality Management System (QMS) in connection with performance of the obligations under this Agreement.

BevCanna represents, warrants and covenants that BevCanna:

• is a licensed processor of certain cannabis products pursuant to the Cannabis Act (Canada) under Licence No. LIC-XPWWN7429O-2021 from its site located at 6401 Sidney Mountain Road, Bridesville, BC V0H 1B0 ("License").
• will provide a copy of the Licence to the Client. The Product(s) will only be produced at the location defined in this Agreement. Any change of location for production of the Product(s), including within the limits of the Licence, needs the pre-approval of the Client. BevCanna will inform Client immediately of all restrictions or updates concerning the Licence for the Product(s).
• has appropriate knowledge of, and will comply with all laws, regulations and regulatory guidelines applicable to its obligations under this Agreement, including but not limited to the GPP requirements under the Cannabis Act.
• will test all Product(s) under this Agreement prior to shipment to Client to ensure that they conform to their specifications and are otherwise of good quality and suitable for the purposes for which they are intended to be used.

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