NEUVERA LIFE INC.

WHOLESALE ACCOUNT AGREEMENT

Neuvera Product Line

Recitals

Neuvera Life Inc. develops and distributes premium peptide wellness products delivered via the RapidRelease™ oral dissolving strip platform. Account desires to purchase Products from Neuvera for resale within the permitted channel. The parties agree as follows.

1. Definitions

“Products” means Neuvera’s oral dissolving strip SKUs, made available by Neuvera for wholesale purchase, as identified in each accepted purchase order.

“MSRP” means the manufacturer’s suggested retail price established by Neuvera for each Product, as published in the then-current Neuvera Wholesale Pricing Sheet.

“MAP” means the minimum advertised price, which equals MSRP unless Neuvera designates otherwise in writing.

“Wholesale Price” means final wholesale pricing as set and indicated exactly in the current Neuvera Wholesale Pricing Sheet, with a volume tier adjustment being confirmed in writing and adjusted by Neuvera pursuant to Section 4.

“Permitted Channel” means direct retail sale to end consumers through Account’s own brick-and-mortar location(s) or Account’s own branded website, as identified on Exhibit A.

“Quarter” means each consecutive three-month period beginning on the Effective Date.

2. Wholesale Pricing

2.1 Standard Wholesale Price. All Products will be invoiced at final wholesale pricing as set and indicated exactly in the current Neuvera Wholesale Pricing Sheet, with a volume tier adjustment being confirmed in writing and adjusted by Neuvera pursuant to Section 4.

2.2 Price List Updates. Neuvera may update its MSRP, as indicated in the then current Neuvera Wholesale Pricing Sheet, upon thirty (30) days’ prior written notice to Account. All purchase orders submitted after the effective date of a price update will be invoiced at the updated Wholesale Price.

2.3 No Additional Discounts. Except as expressly provided in Section 4, no discounts, rebates, or promotional pricing apply to wholesale purchases. Discounts may not be combined or stacked.

3. Minimum Order Requirements

3.1 Opening Order. Account's first purchase order must meet a minimum order quantity of two (2) cases (48 units) at Wholesale Price, as set forth in the then-current Neuvera Wholesale Pricing Sheet. All orders must be placed in increments of one (1) case (24 units). Cases may be mixed SKU, provided each case contains a minimum of six (6) units per SKU included in that case.

3.2 Quarterly Minimum. To maintain active account status, Account must place purchase orders totaling two (2) cases (48 units) at Wholesale Price, as set forth in the then-current Neuvera Wholesale Pricing Sheet, in each calendar Quarter following the Quarter in which the opening order was placed.

3.3 Failure to Meet Quarterly Minimum. If Account fails to meet the quarterly minimum in any Quarter, Neuvera may, in its sole discretion: (a) place Account on inactive status and suspend fulfillment until the shortfall is cured; (b) terminate this Agreement pursuant to Section 10; or (c) waive the shortfall in writing without establishing a precedent.

4. Volume Tier Pricing

4.1 Volume Tier Thresholds. Neuvera offers the following volume-based wholesale pricing tiers based on Account's aggregate purchase orders at Wholesale Price within a single Quarter:

Tier 1 (Standard): Minimum opening order of two (2) cases (48 units). Wholesale Price as set forth in the then-current Neuvera Wholesale Pricing Sheet (~50% of MSRP).

Tier 2: If Account's aggregate purchase orders exceed Five Thousand Dollars ($5,000.00) in a single Quarter, Account may qualify for a reduced Wholesale Price of forty-five percent (45%) of MSRP ("Volume Tier Two Price") for subsequent orders in that Quarter.

Tier 3: If Account's aggregate purchase orders exceed Twenty Thousand Dollars ($20,000.00) in a single Quarter, Account may further qualify for a reduced Wholesale Price of forty percent (40%) of MSRP ("Volume Tier Three Price") for subsequent orders in that Quarter.

Tier 4: If Account's aggregate purchase orders exceed Thirty Thousand Dollars ($30,000.00) in a single Quarter, Account may further qualify for a reduced Wholesale Price of thirty-five percent (35%) of MSRP ("Volume Tier Four Price") for subsequent orders in that Quarter.

4.2 Neuvera Discretion. Application of the Volume Tier Price is subject to Neuvera’s sole and exclusive discretion. Neuvera will verify qualifying Quarter totals within fifteen (15) days following the end of each Quarter. Neuvera’s written confirmation is required before the Volume Tier Price applies to any order. Absent written confirmation, all orders will be invoiced at the Standard Wholesale Price.

4.3 Revocation. Neuvera reserves the right to revoke Volume Tier pricing at any time upon written notice, including if Account fails to maintain the quarterly minimum in any subsequent Quarter, violates the MAP Policy, or breaches any provision of this Agreement.

4.4 No Entitlement. Qualification in one Quarter does not entitle Account to Volume Tier pricing in any subsequent Quarter. Each Quarter is evaluated independently.

5. Minimum Advertised Price (MAP) Policy

5.1 MAP Obligation. Account shall advertise, display, and sell all Products at or above MAP at all times and through all channels, including in-store, on Account’s own website, on any third-party marketplace, and in any promotional material.

5.2 No Below-MAP Sales. Account shall not sell, offer for sale, or advertise any Product below MAP under any circumstances, including through coupon codes, bundling schemes, loyalty programs, or any other mechanism that effectively reduces the consumer’s net purchase price below MAP.

5.3 MAP Violation Consequences. A single confirmed MAP violation constitutes a material breach of this Agreement and triggers the following remedies at Neuvera’s election:

Immediate suspension of Account’s ability to place new orders;

Clawback of the discount differential on all units sold below MAP since the most recent confirmed compliant sale, invoiced to Account within thirty (30) days of discovery;

Permanent termination of this Agreement without further notice; and

Any other remedies available at law or in equity.

5.4 Monitoring. Neuvera reserves the right to monitor Account’s advertising and sales activity through any lawful means. Account agrees to cooperate with Neuvera’s compliance inquiries and to provide sales records upon request.

6. Permitted Channel and Resale Restrictions

6.1 Permitted Resale. Account may resell Products only through the Permitted Channel identified on Exhibit A. Any resale outside the Permitted Channel requires Neuvera’s prior written consent.

6.2 Prohibited Channels. Without limiting the foregoing, Account shall not list, sell, or offer Products through any of the following without Neuvera’s express prior written consent:

Amazon.com or any Amazon marketplace (domestic or international);

eBay, Walmart Marketplace, or any other third-party online marketplace;

Any wholesale club, liquidator, or off-price retailer; or

Any sub-distributor, broker, or intermediary for further resale.

6.3 No Sub-Distribution. Account may not sell Products to any third party for the purpose of further resale. All sales must be to end consumers.

6.4 Geographic Restriction. Resale is limited to the United States unless Neuvera grants written approval for international distribution.

7. Intellectual Property and Branding

7.1 No Reverse Engineering. Account shall not, directly or indirectly, reverse engineer, analyze, deconstruct, copy, or attempt to replicate any Product or the RapidRelease™ delivery platform. This prohibition applies to Account’s employees, contractors, agents, and any third parties acting at Account’s direction.

7.2 No Private Label. Account may not repackage, relabel, white-label, or create any derivative product using Neuvera Products or the RapidRelease™ formulation.

7.3 Trademark License. Neuvera grants Account a limited, non-exclusive, revocable, non-sublicensable license to display Neuvera’s trademarks solely for the purpose of advertising and reselling Products through the Permitted Channel during the Term. Account shall use Neuvera’s trademarks only in the form and manner approved by Neuvera in writing.

7.4 Ownership. All intellectual property rights in and to the Products, the RapidRelease™ platform, and Neuvera’s trademarks remain the sole and exclusive property of Neuvera. Nothing in this Agreement transfers any ownership interest to Account.

8. Purchase Orders, Payment, and Shipping

8.1 Purchase Orders. Account shall submit purchase orders in writing (email acceptable) to the designated Neuvera account representative. All orders are subject to acceptance by Neuvera in its sole discretion.

8.2 Payment Terms. All invoices are due and payable net fifteen (15) days from invoice date. Neuvera reserves the right to require prepayment for any order at its discretion. Overdue invoices accrue interest at 1.5% per month.

8.3 Shipping. Neuvera ships FOB origin. Risk of loss passes to Account upon tender to the carrier. Account is responsible for all shipping, handling, and insurance costs unless otherwise agreed in writing.

8.4 Returns. Products may not be returned without Neuvera’s prior written authorization. Authorized returns are subject to a fifteen percent (15%) restocking fee unless the return is due to Neuvera’s error or a confirmed product defect.

9. Representations and Warranties

Each party represents and warrants to the other that: (a) it has full authority to enter into this Agreement; (b) this Agreement does not conflict with any other agreement to which it is a party; and (c) it will comply with all applicable federal, state, and local laws and regulations in performing its obligations hereunder, including all FDA and FTC requirements applicable to the advertising and sale of wellness products.

Account further represents and warrants that: (a) it operates a legitimate business with all required licenses and permits; (b) it will not make any claims about the Products that are not expressly authorized by Neuvera in writing; and (c) it will not use Neuvera’s name, marks, or Products in any manner that could damage Neuvera’s brand or reputation.

10. Term and Termination

10.1 Term. This Agreement commences on the Effective Date and continues for one (1) year, renewing automatically for successive one-year terms unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

10.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon thirty (30) days’ prior written notice.

10.3 Termination for Cause. Neuvera may terminate this Agreement immediately and without notice upon:

Any MAP violation by Account;

Account’s resale of Products outside the Permitted Channel;

Account’s failure to pay any invoice within thirty (30) days of its due date;

Any breach of Section 7 (Intellectual Property); or

Account’s insolvency, assignment for benefit of creditors, or commencement of bankruptcy proceedings.

10.4 Effect of Termination. Upon termination: (a) all outstanding invoices become immediately due and payable; (b) Account’s right to resell Products ceases immediately; (c) Account shall not represent itself as an authorized Neuvera reseller; and (d) the trademark license in Section 7.3 terminates automatically.

11. Limitation of Liability

IN NO EVENT SHALL NEUVERA BE LIABLE TO ACCOUNT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PRODUCTS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF NEUVERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEUVERA’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY ACCOUNT TO NEUVERA IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

12. General Provisions

12.1 Governing Law. This Agreement is governed by the laws of the State of Colorado without regard to conflict of law principles.

12.2 Dispute Resolution. Any dispute arising out of or related to this Agreement shall be resolved by binding arbitration administered by JAMS in Denver, Colorado, under JAMS’ Streamlined Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction. The prevailing party is entitled to recover reasonable attorneys’ fees and costs.

12.3 Entire Agreement. This Agreement, together with Exhibit A, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, or agreements.

12.4 Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

12.5 No Waiver. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party’s right to enforce such provision in the future.

12.6 Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions continue in full force and effect.

12.7 Notices. All notices must be in writing and delivered by email with read receipt or overnight courier to the addresses set forth in Exhibit A.

12.8 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship.

12.9 Counterparts. This Agreement may be executed in counterparts, including electronic signatures, each of which constitutes an original.

Signature

IN WITNESS WHEREOF, the parties have executed this Wholesale Account Agreement as of the Effective Date.

Exhibit A — Account Information

By executing this Agreement, the undersigned confirms that the information provided in Exhibit A is accurate and complete, and that Account agrees to be bound by all terms herein.

Exhibit B — Order Information

This Exhibit B serves as a running order log for all wholesale purchases made by Account under this Agreement. Each entry records the date, SKUs ordered, quantities, applicable pricing tier, and total wholesale cost for that order. Quarter Total rows are used to track Account's aggregate spend against Volume Tier Thresholds as set forth in Section 4. This Exhibit shall be updated by Neuvera upon confirmation of each accepted purchase order and made available to Account upon request.