Terms of Agreement. For our drop ship only dealers, there are no minimum purchases; however, the annual purchase amount of $5,000 will apply.

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1 Terms of Agreement Minimum Purchases Orders with new or current merchants must be greater than 5 (five) Kayaks to qualify as a dealer of Oru Kayak, Inc. Accounts with annual purchases of less than $5,000 per calendar year and per location (if multiple stores) may be closed at the discretion of Oru Kayak, Inc. Orders less than 5 (five) kayaks will be handled as a drop ship order, with associated pricing. For our drop ship only dealers, there are no minimum purchases; however, the annual purchase amount of $5,000 will apply. Billing & Payment Merchant representative fills out appropriate order forms to receive estimated pricing and Oru kayak invoices Dealers when orders are filled. Merchants agree to remit payment to Oru Kayak, Inc. according to Oru Kayak s terms of Net30, unless other terms have been arranged. Financing Merchant understands and agrees that interest will accrue on any unpaid balance due Oru Kayak, Inc. and will be charged at the highest rate authorized by law to eighteen percent (18%) annually, at a rate of one and half (1.5%) per month of the unpaid principal. Accounts delinquent beyond 90 days will be placed on credit hold and the dealer s payment terms will be placed on a six (6) month probationary period. During this probationary, prepayment will be the required payment method. Following the probationary period the merchant may reapply for credit with Oru Kayak, Inc. Oru Kayak, Inc. will refer any account delinquent beyond 120 days to a third party collection agency or may file a lawsuit for collection, merchant agrees to pay reasonable attorney fees and costs. Merchant agrees to be bound by the jurisdiction of the courts of San Francisco, San Francisco County, California and that California law shall apply to all transactions and any court actions between Oru Kayak, Inc. and merchant. Merchant gives permission to Oru kayak, Inc. its agents, representatives, and assigns, to verify and/or supplement open account credit information and agrees to execute any and all documents requested by Oru Kayak, Inc. to verify merchant s status. Dealers with a drop ship agreement with Oru Kayak Inc. will receive an invoice reflecting the agreed upon drop ship pricing. Invoices are to be be paid within thirty (30) days are held responsible to the above financing terms. Shipping Charges Merchant is responsible for all freight costs, unless otherwise decided by Oru Kayak, Inc. Special Services Orders that require special packaging and or labeling will result in additional service charges. For special service requests and more information please contact Oru Kayak, Inc. Relationship At Will Oru Kayak, Inc. and its dealers acknowledge and agree that the relationship created herein is expressly at will. Accordingly, Oru Kayak, Inc. has the right, in its sole discretion, to terminate its relationship with any of its dealers at any time, with or without cause. Distribution Policy It is the policy of Oru Kayak, Inc. that authorized Dealers sell Oru Kayak products only to end users, under approved operating names (as specified and listed on the signed Dealer Agreement/Credit Application), in North America only. Dealers authorized to sell Oru Kayak Products may not sell product to 3rd party companies including distributors or affiliates without prior approval from Oru Kayak, Inc. Minimum Advertise Pricing (MAP) Oru Kayak, Inc. believes that certain advertising and promotional practices can be inconsistent with Oru Kayak, Inc. s distribution and marketing policies. Certain advertising and promotional practices can degrade the quality and brand of Oru Kayak products and undermine the company s ability to maintain its position as a leading supplier of high quality products. Oru kayak also recognizes that its retailers need to provide a high level of professional service and information to the consumer on the selection and performance of Oru Kayak, Inc. products. Oru kayak, Inc. has determined that any media advertising of Oru Kayak, Inc. products listed below its Minimum Advertised Price Policy is not consistent with the these goals.

2 If at any point Oru Kayak, Inc. becomes aware of any advertising in which a retailer directly or indirectly advertised Oru Kayak, Inc. products at prices below the Minimum Advertised Prices in effect at that time, Oru Kayak, Inc. reserves the right to delay shipment or terminate any or all of that retailer s orders, cease any pending shipments to the retailer, and/or may, at its discretion, terminate the Authorized Dealer relationship. Minimum Advertised Pricing are those Manufacturer s Suggested Retail Prices as listed on the current Price List and are effective until superseded by new Price List. Advertising or advertise as used in this policy refers to advertising disseminated via television, radio, newspaper, magazines, signs, catalogs, flyers, the Internet, and other mass media. Advertising on the Internet includes advertising on any page of any Internet site; it also includes advertising in store windows or signs visible outside the store, but does not include other in- store advertising. Advertising that is inconsistent with this policy includes any advertising that can reasonably be read to imply prices on Oru Kayak, Inc. products below the Minimum Advertising Prices, such as 20% off all products in store, buy one, get one free. In the case of such advertising, it will be necessary to specifically exclude Oru Kayak, Inc. brand products in the ad copy. The MAP applies to the dates of the promotional event. o Distressed or discontinued products do not have MAP, however, they must be identified as Discontinued or Damaged in any advertising. o Kayaks purchased from Oru Kayak, Inc. for demonstration and display purposes, (i.e. Demo Kayaks) must be clearly marked and designated as Demo Kayaks ; they are not to be sold to customers. Return, Exchange or Cancellation No returns, exchanges or cancellations can be made on behalf of dealer once the order has been placed. The consumers may direct their inquiries to customer service at info@orukayak.com Customer Service Program Merchant is responsible for any and all Customer Service issues that may arise as a result of the merchant s sale of Oru Kayak, Inc. products. Oru Kayak, Inc. will provide the necessary training, instructional guides, replacement tools, and repair kits necessary to address customer service issues. In the event of any manufacturing defects and breakage during normal, intended use of the kayak, Oru Kayak, Inc. will honor its warranty coverage and replace the kayak. Website and Online Dealer Policy Oru Kayak, Inc. views websites as distinct retail locations that are subject to approval to carry Oru kayak Inc. products. Oru Kayak, Inc. will not allow any existing brick &mortar retail stores to open online or web oriented retailers without written approval of site content, logo use, reproduction of copyrighted materials, and photographs. All product info and images published on the website must be current and approved by Oru Kayak Inc. and all outdated images must be removed. Only sell Oru Kayak products to end- users. Authorized Dealers may not attempt to resell Oru Kayak products via auction websites such as ebay. Selling through third party websites such as Amazon are seen as a distinct retail location. Retailers who desire to sell through sites must receive permission from Oru Kayak prior to doing so. If the merchant is using multiple online URL- brands, each one must be approved by Oru kayak, Inc. prior to selling Oru Kayak products. If an account opens additional websites, they must be pre- approved by Oru Kayak, Inc. if they contain any reference to Oru kayak, Inc. or sell any Oru Kayak, Inc. products. Oru Kayak, Inc. will not approve sites that have registered domain names that include the name Oru Kayak and any similar phrases with any Internet service provider is strictly prohibited. Retailers may only display products and styles online that are in their inventory. Oru Kayak, Inc. will not drop- ship products to consumers on behalf of online retailers without written authorization. Dealer may only sell Oru Kayak, Inc. products to customers with shipping addresses in United States. By signing this document the dealer hereby agrees to the above terms and conditions. All Terms and Pricing are subject to change. Dealer Signature Date Dealer Print Name Company Name

3 CREDIT APPLICATION THIS INFORMATION WILL BE HELD STRICTLY CONFIDENTIAL. Please complete this credit application for a wholesale open account. Please print or type all information. Date: Customer Number: Business Name: Billing Address: Telephone: Ec Mail: Fax: Web Page: Authorized Purchaser(s): Business type ( one): C Corp S Corp Proprietorship LLC Other Fed. ID: Years in Business: Principals: Name: Name: State Tax ID: Years at Location: Title: Title: State: Type of Store: Sporting Goods Specialty Outdoor Online Retailer Other References: Business/Act#: Address: Business/Act #: Address: Bank Information: Bank Name: Branch: Account Number: Account Contact:

4 CREDIT CARD APPLICATION I authorize Oru Kayak, Inc. to charge my account as per your order. I also agree to pay the total amount according to card issuer agreement. All sales are final and deposits are non- refundable. I agree that if my account goes unpaid for 90 days the following Credit Card will be charged the remainder. Name on Card: Billing Address: Credit Card Number (Visa, MasterCard): Expiration Date: Security Code: Signature Typed or Print Title Date

5 147 Fillmore St. San Francisco, CA Oru Kayak Bank Information: JPMorgan Chase Bank Address: 299 Valencia Street San Francisco, CA Fax: Laberia Galarza For Wire Transfers and ACH Payment: Corporate Company Name: Oru Kayak Inc. DBA: Oru Kayak Chase s Swift # CHASUS33 (for international wires) Routing # Bank Acct. # NOTE: There may be additional charges added to your invoice for bank wire transfer fees. NOTE: Please send ACH Payment confirmations to accounts@orukayak.com For any other information you may need, please call. Thank you for your assistance.