Attached files

file filename
EX-23 - CONSENT OF M&K CPAS PLLC, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Jupiter Wellness, Inc.ex23_1.htm
EX-10 - CONFIDENTIAL MEMBERSHIP INTEREST PURCHASE AGREEMENT DATED FEBRUARY 20, 2020 BY A - Jupiter Wellness, Inc.ex10_11.htm
EX-10 - 2020 EQUITY INCENTIVE PLAN - Jupiter Wellness, Inc.ex10_10.htm
EX-10 - EMPLOYMENT AGREEMENT WITH RICHARD MILLER, DATED FEBRUARY 1, 2020 - Jupiter Wellness, Inc.ex10_9.htm
EX-10 - EMPLOYMENT AGREEMENT WITH BRIAN JOHN, DATED FEBRUARY 1, 2020 - Jupiter Wellness, Inc.ex10_8.htm
EX-4 - FORM OF WARRANT AGENT AGREEMENT - Jupiter Wellness, Inc.ex4_4.htm
EX-4.3 - FORM OF WARRANT INCLUDED IN UNIT - Jupiter Wellness, Inc.ex4_3.htm
EX-4 - REPRESENTATIVE'S WARRANT - Jupiter Wellness, Inc.ex4_2.htm
EX-3 - FORM OF SECOND AMENDED AND RESTATED, CERTIFICATE OF INCORPORATION - Jupiter Wellness, Inc.ex3_5.htm
EX-3 - CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION - Jupiter Wellness, Inc.ex3_4.htm
EX-1 - FORM OF UNDERWRITING AGREEMENT - Jupiter Wellness, Inc.ex1_1.htm
S-1 - Jupiter Wellness, Inc.cdbs1.htm

Exhibit 10.12

SALES DISTRIBUTOR AGREEMENT

This Sales Distributor Agreement (this “Agreement”), dated as of February 18, 2020, is entered into between Ayako Holdings, Inc., a Nevada corporation ("Company"); and Jupiter Wellness Inc., a Florida Corporation (“Distributor”).

RECITALS

WHEREAS, Company is in the business of securing the manufacture and production of certain products combined with certain associated intellectual property which in combination constitute certain brands (“Brands” hereinafter);

WHEREAS, Company operations have been interrupted and not ongoing for a period of months and Company has advised that its present sales partner has been authorized to sell Company Brand products in exchange for the assumption of certain costs associated with the production and storage of inventory;

WHEREAS, Company wishes to retain Distributor as its exclusive agent for the sales and distribution of certain Brands as described herein, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article 1. -           Obligations

1.1.Subject to the terms and conditions set forth herein, Company hereby engages Distributor to market, sell and distribute the Company Brands, “Bella, Jack, Felix & Ambrosia, fitCBD, Black Belt CBD, dailyCBD, CBD Caring, Hemp Caring and Wellness CBD 1937” product lines (the "Company Brands"). Provider shall act as a sales agent for the Company in the sale of the Company Brands.
1.2.Provider is authorized to offer contracts for the sale, distribution and marketing of Company Brands and in connection therewith:
1.2.1.Company agrees to permit Provider to hold itself out as an authorized sales agent for Company Brands;
1.2.2.Provider will market and sell products under the Company Brands in accord with the direction provided by the Company.
1.2.3.Company will provide all means to access all advertising campaigns, sales literature, and those certain websites and social media accounts set forth on Exhibit A attached hereto;

 

 

 

1.2.4.Company represents that it is in possession of certain packaging materials related to the Company Brands currently stored at 1925 Village Center Cir #150, Las Vegas NV 89135 and 7525 W Sahara Ave #420 Las Vegas NV 89117 as listed in Exhibit A hereto, all of which are available for sale by the Distributor (“Company Brand Inventory” hereinafter);
1.3.Company will secure such other inventory as required to satisfy sales that Distributor may obtain.
1.3.1.Company may at its option engage the Distributor to act as its procurement agent in dealing with manufacturers, suppliers and packagers of products falling within Company Brands;
1.3.2.In the event the Distributor acts as a procurement agent, the Company’s disclosure of its and the chemical formulations, recipes, formulae, proprietary information, manufacturing methods, technical knowhow and methods now used in the manufacture, production, distribution, marketing and sale of all Products to the Distributor shall be governed by the Confidentiality, Non-Solicitation and Non-Circumvention provisions contained herein.
1.4.Company will provide an Intellectual Property Licensing Agreement in the form attached hereto as Exhibit B, attached hereto.
1.5.Consonant with and as a continuation of the arrangement with its present sales partner, and as an accommodation to ensure the continuation and commercial viability of the Company Brands, Provider shall receive all revenue from the sale of the products within the description of the Company Brand as described herein, and shall provide the Company will all sums required for the supply of inventory sold or required to be manufactured or assembled and, such other costs that an examination of the books and records of the Company reveals is required in order for its required performance hereunder to continue.
1.6.Provider shall bill for and receive all payments under all sales made by Provider.
1.7.This Agreement is effective immediately and will remain in effect until December 31, 2020 and will renew automatically for one year terms unless the Company or Distributor provides an intention not to renew ninety days before the expiration of any term.
1.8.The grant of this Distributorship to the Distributor is exclusive, meaning that the Company will grant no right or license to sell the Company Brands to any other person or business entity and will take all actions reasonable or necessary to terminate any and all grants of similar rights to any other person or business entity.

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1.9.Storage of Product Inventory.
1.9.1.Distributor is immediately authorized to examine Company Brand Inventory stored in 925 Village Center Cir #150, Las Vegas NV 89135 and 7525 W Sahara Ave #420 Las Vegas NV 89117. Distributor, its employees, and its authorized representatives may enter the Storage Space during normal business hours to inspect the Company Brand Inventory, provided Distributor gives twenty-four hour written advance notice to Company. Company will cooperate with the Distributor to integrate any inventory controls in place with any inventory controls and audit protocols applicable to the Company Brand Inventory that the Distributor may require.
1.9.2.The cost for the storage or movement of the Company Brand Inventory shall remain with the Company.
1.9.3.The location of the Company Brand Inventory within the Storage Space shall be determined by Company in its sole and absolute discretion, and may be contiguous or noncontiguous. The amount of the Storage Space set aside for the Company Brand Inventory may be increased or decreased at any time during the Storage Period at the Company's sole and absolute discretion.
1.9.4.Company shall have the right, in its sole and absolute discretion, to relocate all or any portion of the Product Inventory to another storage space (“Alternate Space”). All costs of relocation shall be borne by Company.
1.9.5.Company retains the right to establish reasonable rules and regulations related to the access to and use of the Storage Space at any time and from time to time. Company shall make such rules and regulations available to Distributor within a reasonable period.
1.10.Confidential Information.
1.10.1.As used in this Agreement, "Confidential Information" shall mean any purchaser and vendor names, employee names and contact information, software, software passwords or keys, hardware, data, methods, uses, samples, specifications, analysis, information, reports, records, research, trade secrets or know-how (relating to any research project or otherwise), work in progress, future development, engineering, manufacturing, marketing, financial or personnel matter relating to a Disclosing Party, its present or future products, technology, sales, customers, members, employees, affiliates, investors, prospects, markets or business, whether communicated orally, electronically or in writing or obtained by a Receiving Party through observation or examination of the Disclosing Party's facilities, samples or procedures.
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1.10.2.Identification of Confidential Information. If the Confidential Information is disclosed in writing, it may be labeled as confidential. If the Confidential Information is disclosed orally, the Disclosing Party may inform the Receiving Party that the information is to be treated as confidential. In any event, if the facts and circumstances surrounding a disclosure of information would indicate to a reasonable party that it is Confidential Information, the Receiving Party shall treat such information as Confidential Information.

 

1.10.3.Exclusions. A Receiving Party, however, shall have no liability to any other party under this Agreement with respect to a disclosure and/or use of any such Confidential Information that it can establish:
1.10.3.1.was, has become, or is generally known or available to the public without breach of this Agreement by the Receiving Party;
1.10.3.2.was known by the Receiving Party before receiving such information from the Disclosing Party;
1.10.3.3.has become known by or available to the Receiving Party from a source other than the Disclosing Party, without any breach of any obligation of confidentiality owed to the Disclosing Party, subsequent to disclosure of such information to it by the Disclosing Party;
1.10.3.4.has been independently developed by the Receiving Party without use of or reference to the Confidential Information or by persons who had no access to the Confidential Information; or
1.10.3.5.has been provided to the Receiving Party with a written statement by the Disclosing Party that it is provided without restriction on disclosures.
1.10.4.Obligations. The Receiving Party shall hold any Confidential Information in the strictest confidence and will not directly or indirectly disclose any Confidential Information to any person or entity whatsoever, except as provided in this Agreement, absent the prior express written instruction, signed by the president or chief executive officer, of the Disclosing Party. The Receiving Party shall take all steps necessary to ensure that any Confidential Information is held in the strictest confidence and that the terms and conditions of this Agreement are strictly adhered to by the Receiving Party and its respective employees, affiliates, and advisors. The standard of care to be utilized by the Receiving Party in the performance of its obligations set forth in this Agreement relative to its treatment of the Confidential Information shall be the standard of care, but in no event less than a reasonable standard of care, utilized by Receiving Party in treating its own most proprietary, secret and confidential information, and such information shall not be subject to any unwritten right of waiver.

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1.10.5.Duration of Confidentiality. This Agreement applies to all Confidential Information that is disclosed by the Disclosing Party to the Receiving Party during the period that begins on the date set forth above and will remain in effect for two (2) years after the date of the last disclosure of Confidential Information hereunder, at which time this Agreement will terminate.
1.10.6.Permitted Disclosures. Receiving Party may disclose the Confidential Information to its responsible employees, affiliates, and professional advisers with a bona fide need to know such Confidential Information, but only to the extent necessary to carry out the Business Purpose and only if such employees, affiliates, and professional advisers are advised of the confidential nature of such Confidential Information and the terms of this Agreement and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information.
1.10.7.Required Disclosures. A Receiving Party may disclose the Confidential Information if and to the extent that such disclosure is required by applicable law, legal process or court order, provided that the Receiving Party uses reasonable efforts to limit the disclosure by means of a protective order or a request for confidential treatment and provides the Disclosing Party prompt notice or any such legal demand or requirement and a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure. Notwithstanding the foregoing, the Disclosing Party may have the right to interpose its own protective order to limit the disclosure.
1.11.Non-Solicitation. Commencing on the date this Agreement is executed, and for a period of two (2) years after its termination, the Recipient shall not, on his or her own behalf or on behalf of any person, firm or corporation, or in any capacity whatsoever, (i) solicit any persons or entities with which the Company had contracts, was negotiating contracts, or was affiliated with the Company for any transaction related to the business opportunity introduced by the Company, or (ii) induce, suggest, persuade or recommend to any such persons or entities that they terminate, alter or refrain from renewing or extending their relationship with the Company, and the Recipient shall not induce or permit any other person to, approach any such person or entity for any purpose. Should Recipient become aware that any other party included hereunder or third party has engaged in such conduct, Recipient agrees to immediately advise the Company of the circumstances of such conduct. The breach or threatened breach by Recipient of any of the provisions of this Agreement shall entitle the Company to a permanent injunction and other equitable relief, without the requirement to post bond, in order to prevent or restrain any such breach or threatened breach by the Recipient or the Recipient’s partners, agents, representatives, servants, independent contractors, affiliates, parent company or any and all persons or entities directly or indirectly acting for or with the Recipient. The rights and remedies of the Company under this Agreement shall be in addition to and not in limitation of any of the rights, remedies, and monetary or other damages or redress available to it at law or equity. This Agreement shall survive the cessation of negotiations between the Parties.

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1.12.Non-Circumvention. During the term of this Agreement, the Parties and their representatives, agents and affiliates shall refrain from the pursuit or engagement in any (i) transaction involving the Confidential Information; (ii) contact directly or indirectly with any party-in-interest relating to the Confidential Information, or; (iii) disclosure of the existence of or any detail regarding the Confidential Information to any other person, business entity or governmental entity, except as required by subpoena or governmental body order. The Recipient agrees that all communications regarding the Confidential Information, requests for additional information, and discussions or questions regarding the Confidential Information will be submitted or directed to the Parties, and not directly with any other person, business entity or governmental entity. Party covenants not to use any information about the Confidential Information or its existence to the detriment of any Party.
1.13.Copies and Abstracts. A Receiving Party shall not make or use any copies, synopses or summaries of oral or written material, photographs or any other documentation or information made available or supplied by a Disclosing Party to the Receiving Party except such as are necessary for the Receiving Party's internal communications about carrying out the Business Purpose.
1.14.Return of Confidential Information. Upon the Disclosing Party's request, the Receiving Party will promptly cease using any Confidential Information received from the Disclosing Party, return to the Disclosing Party all originals and copies of the Confidential Information, destroy all notes, abstracts and other documents that contain Confidential Information, and provide the Disclosing Party a written certification of an officer of the Receiving Party that it has done so.
1.15.No Representations as to Accuracy. The Disclosing Party warrants that it has the right to make the disclosure of Confidential Information contemplated by this Agreement. In providing the Confidential Information under this Agreement, the Disclosing Party makes no representation, either express or implied, as to its adequacy, sufficiency, or freedom from defect of any kind, including freedom from any intellectual property right infringement that may result from the use of such Confidential Information, and the Disclosing Party shall not incur any responsibility or obligation whatsoever by reason of such Confidential Information.
1.16.Retention of Legal Rights. The Disclosing Party retains all rights and remedies afforded it with respect to the Confidential Information under the intellectual property and other laws of the United States and the States both during and after the term of this Agreement, including without limitation any trade secret or other laws designed to protect proprietary or confidential information.

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1.17.No Creation of Ownership Rights. Nothing in this Agreement, nor any action taken by a Receiving Party, including, without limitation, any payment of monies by the Receiving Party to the Disclosing Party, during any discussions prior to the consummation of the proposed Business Purpose shall be construed to convey to the Receiving Party any right, title or interest in the Confidential Information, or any license to use, sublicense, sell, exploit, copy or further develop in any way any Confidential Information. No license is hereby granted or implied under any patent, copyright or trademark, any application for any of the foregoing, or any trade name, trade secret or other proprietary information, in which the Disclosing Party has any right, title or interest.
1.18.Injunctive Relief. Receiving Party acknowledges that the unauthorized use or disclosure of Confidential Information would cause irreparable harm to the Disclosing Party. Accordingly, the Receiving Party agrees that the Disclosing Party will have the right to obtain an immediate injunction against any breach or threatened breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.

Article 2. -           Representations and Warranties of Company

2.1.Company represents and warrants to Distributor that the statements contained in this Article 2 are true and correct as of the date hereof. For purposes of this Article 2, “Company’s knowledge,” “knowledge of Company” and any similar phrases shall mean the actual or constructive knowledge of Krista Whitley, without any duty of investigation or inquiry.
2.2.Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada. Company has full company power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Company of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite company action on the part of Company. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Company, and (assuming due authorization, execution and delivery by Distributor) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Company, enforceable against Company in accordance with their respective terms.
2.3.The execution, delivery and performance by Company of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the certificate of incorporation, by-laws or other organizational documents of Company; (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Company or the Purchased Assets; (c) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which Company is a party or to which any of the Purchased Assets are subject; or (d) result in the creation or imposition of any Encumbrance on the Purchased Assets. No consent, approval, waiver or authorization is required to be obtained by Company from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by Company of this Agreement and the consummation of the transactions contemplated hereby.

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2.4.Intellectual Property. 
2.4.1.“Intellectual Property” means any and all of the following in any jurisdiction throughout the world: (i) trademarks and service marks, including all applications and registrations and the goodwill connected with the use of and symbolized by the foregoing; (ii) copyrights, including all applications and registrations related to the foregoing; (iii) trade secrets and confidential know-how; (iv) patents and patent applications; (v) websites and internet domain name registrations; and (vi) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys’ fees for past, present and future infringement and any other rights relating to any of the foregoing).
2.4.2.The Parties intend that all Intellectual Property owned by Company in connection with the Products, and all rights relating thereto, shall constitute the Licensed IP (“Licensed IP”). Company owns or has adequate, valid and enforceable rights to use all the Licensed IP. Company is not bound by any outstanding judgment, injunction, order or decree restricting the use of the Licensed IP, or restricting the licensing thereof to any person or entity.
2.4.3.Company’s prior and current use of the Licensed IP has not and does not infringe, violate, dilute or misappropriate the Intellectual Property of any person or entity and there are no claims pending or threatened by any person or entity with respect to the ownership, validity, enforceability, effectiveness or use of the Licensed IP. No person or entity is infringing, misappropriating, diluting or otherwise violating any of the Licensed IP, and neither Company nor any affiliate of Company has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation.
2.5.Other than the representations and warranties expressly set forth in this Article III, COMPANY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO COMPANY, ANY OF ITS ASSETS (INCLUDING WITHOUT LIMITATION THE PURCHASED ASSETS), LIABILITIES (WHETHER KNOWN OR UNKNOWN) OR OPERATIONS, INCLUDING WITHOUT LIMITATION WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR HABITABILITY, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

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Article 3. -           Representations and Warranties of Distributor

3.1.Distributor represents and warrants to Company that the statements contained in this Article 3 are true and correct as of the date hereof. For purposes of this Article 3 “Distributor’s knowledge,” “knowledge of Distributor” and any similar phrases shall mean the actual or constructive knowledge of any director or officer of Distributor.
3.2.Distributor is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. Distributor has full company power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Distributor of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite company action on the part of Distributor. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Distributor, and (assuming due authorization, execution and delivery by Company) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Distributor enforceable against Distributor in accordance with their respective terms.
3.3.The execution, delivery and performance by Distributor of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the certificate of incorporation, by-laws or other organizational documents of Distributor; or (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Distributor. No consent, approval, waiver or authorization is required to be obtained by Distributor from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by Distributor of this Agreement and the consummation of the transactions contemplated hereby.
3.4.There is no Action of any nature pending or, to Distributor’s knowledge, threatened against or by Distributor that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

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Article 4. -           Miscellaneous Provisions

4.1.Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
4.2.Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.02):
If to Company:

Ayako Holdings, Inc.
9101 W. Sahara Ave #105-346

Las Vegas, NV 89117

Attn: Krista Whitley

Email: fabulouskrista@gmail.com

If to Distributor:

Jupiter Wellness Marketing, Inc

725 North Highway A1A, Suite C-106

Jupiter, Florida 33477

Attn: Brian Johns

Email: brian@cbdbrands.net

4.3.Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
4.4.Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
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4.5.Entire Agreement. This Agreement and the documents to be delivered hereunder constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and the documents to be delivered hereunder, the statements in the body of this Agreement will control.

4.6.Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.
4.7.No Third-party Beneficiaries. Except as provided herein, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
4.8.Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.
4.9.Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
4.10.Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction).
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4.11.

Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of Florida in each case located in the county of Palm Beach, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
4.12.Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.
4.13.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

COMPANY

 

Ayako Holdings, Inc.,

a Nevada corporation

 

By: ______________________

Krista Whitley

Its: Director

 

 

DISTRIBUTOR

Jupiter Wellness, Inc.,

A Florida Corporation

 

By:       _________________________

Brian John

Its:        CEO

 

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EXHIBIT A

 

WEBSITES & SOCIAL MEDIA ACCOUNTS

 

cbdcaring.com

@CBDCaring on Facebook, Instagram, and Twitter

altitudeproducts.com

@AltitudeProducts on Facebook, Instagram, and Twitter

celebratebella.com

@CelebrateBella on Facebook, Instagram, and Twitter

productsbyjack.com

@ProductsbyJack on Facebook, Instagram, and Twitter

felixandambrosia.com

@felixandambrosia on Facebook, Instagram, and Twitter

hempcaring.com

@hempcaring on Facebook, Instagram, and Twitter

1937wellness.com

@1937wellness on Facebook, Instagram, and Twitter

cbddailywellness.com

@cbddailywell on Facebook, Instagram, and Twitter

blackbeltcbd.com

@blackbeltcbd on Facebook, Instagram, and Twitter

 

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INVENTORY AS OF FEBRUARY 3, 2020

    Units

Per Item

Value

Total Value
Office        
RACK 1   Units

Per Item

Value

Total Value
Shelf 1        
Bella Mani Di Lusso (hand cream)   1 $12.00 $132.00
Bella Crema d' Notte (face cream) samples .5oz   2 $20.00 $40.00
Shelf 2        
Bella Olio per Capelli (Hair Oil) Tropical 1oz   17 $25.00 $425.00
Bella Olio per Capelli (Hair Oil) Rose 1oz   41 $25.00 $1,025.00
Bella Occhi Vivaci (Eye Cream) .50oz   130 $45.00 $5,850.00
Bella Olio per Capelli (Hair Oil) Rose 4oz   23 $50.00 $1,150.00
Bella Crema Elegante (unscented) 4oz   2 $80.00 $160.00
Bella Crema Elegante (Rose) 4oz   2 $90.00 $90.00
Bella Sugar Scrub Dolce 16oz   34 $29.99 $1,019.66
Bella Sale da Bango (Bath Salts) 2oz   11 $8.00 $88.00
Bella Sale da Bango (Bath Salts) 16oz   38 $29.99 $1,139.62
Shelf 3        
Bella Olio per Massage Oil Tropical 1oz   16 $20.00 $320.00
Bella Olio per Massage Oil Tropical 4oz   5 $45.00 $225.00
Bella Olio per Massage Oil Rose 1oz   38 $19.99 $759.62
Bella Olio per Massage Oil Rose 4oz   0 $39.99 $0.00
Bella Olio per Massage Oil Unscented 4oz   1 $39.99 $39.99
Bella bel Viso (Facial Cleanser) 4oz   0 $22.00 $0.00
Bella Olio Lusso (Facial Oil) 1oz   16 $95.00 $1,520.00

 

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Shelf 4        
Bella Aqua d' Amore (water base lube) 2.5oz   69 $12.00 $828.00
Bella Aqua d' Amore (water base lube) 6oz   48 $24.00 $1,152.00
Bella Amore Passionale (hybrid lube) BLK bottle 2oz   0 $12.00 $0.00
Bella Amore Passionale (hybrid lube) BLK bottle 6oz   6 $19.99 $119.94
Bella Amore Passionale (hybrid lube) WHITE bottles 6oz   17 $24.00 $408.00
Bella Olio d' Amore (silicone lube) 6oz   0 $32.00 $0.00
Bella Olio d' Amore (silicone lube) 2oz   21 $16.00 $336.00
Shelf 5        
Bella Bomba da Bango Eucalyptus (large bath bomb) 5oz   42 $10.00 $420.00
Bella Bomba da Bango Rose (large bath bomb) 5oz   9 $12.00 $108.00
Shelf 6        
Bella Brilliante (hair conditioner) 16oz   9 $55.00 $495.00
Bella bel Corpo (shower gel) Tropical 8.5oz   3 $19.99 $59.97
Shelf 7        
Bella bel Corpo (shower gel) 8.5oz   201 $19.99 $4,017.99

 

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Rack 2        
         
Shelf 2        
Bella Scrub Dolce 2oz   33 $8.00 $264.00
Jack Skin Sealent 50spf (sun cream) 2.5oz   1 $11.99 $11.99
Jack Skin Sealent 50spf (sun cream) 4oz   6 $19.99 $119.94
Jack Power Wash (body wash) 2.5oz   13 $9.99 $129.87
Jack Stache Cement 3.5oz   43 $24.00 $1,032.00
Jack Beard Builder 2.5oz   0 $11.99 $0.00
Jack Smooth Stud Hemp Infused (shaving cream) 4oz   0 $3.99 $0.00
Jack Palm Plaster Hemp Infused (hand cream) 4oz   0 $4.49 $0.00
         
Shelf 3        
F+A Cockalot Berry (water based lube) (chocolate/strawberry) 2.5oz   2 $14.00 $28.00
F+A Bangin Berry (water base lube) (blueberry) 2.5oz   37 $14.00 $518.00
F+A Banana Cream Pie (water base lube) (banana) 2.5oz   44 $14.00 $616.00
Jack Power Wash (body wash) 8oz   23 $16.99 $390.77
Jack Power Wash Hemp Infused (body wash) 8oz   10 $5.49 $54.90
F+A Not a Virgin (water base lube) (pina colada) 2.5oz   5 $14.00 $84.00
F+A Rainbow Rider (water base lube) (FRUIT PUNCH) 2.5oz   5 $14.00 $70.00
Shelf 4        
F+A Sunny Daze 30spf (sun cream) 8oz   0 $40.00 $0.00
F+A Burn Out After Cooling Relief Gel 2.5oz   0 $12.00 $0.00
F+A Sunny Daze 30spf (sun cream) 4oz   1 $25.00 $25.00
F+A Sunny Daze 30spf (sun cream) 2oz        
Hemp Caring Personal Lube (water base) 6oz   6 $24.00 $144.00
Daily Soak (bath salts) 8oz   0 $40.00 $0.00
F+A Bugger Off (hand sanitizer) 1oz   23 $12.00 $276.00
Hemp Caring Lip Plumper   0 $9.99 $0.00
Daily Lip Balm   8 $9.00 $72.00
Bella Bacio della Vita (kiss of life)   6 $4.00 $24.00
Bella Bacio della Morte (kiss of death)   0 $4.00 $0.00
Bella Bacione Lip Plumper   21 $6.00 $150.00
F+A Crack is Wack 3oz   94 $29.99 $119.96

 

 17 
   

 

Shelf 5        
Jack Knob Polish (water base lube) 6oz   130 $24.00 $3,120.00
Jack Knob Polish (water base lube) 2oz   49 $12.00 $588.00
Shelf 6        
F+A Sole Food (food cream) 2.5oz   226 $29.99 $6,777.74
Shelf 7        
Jack Safety Soak Hemp Infused (bath salts) 8oz   119 $5.49 $653.31
Rack 3        
         
Shelf 1        
Camphor Essential Oil- 25lb   0 $550.00 $0.00
Peppermint Essential Oil- 25lb   0 $620.00 $0.00
Eucalyptus Essential Oil- 25lb   0 $740.00 $740.00
Moroccan Rose Facial Oil- 1 Gallon   0 $769.00 $0.00
CBD Isolate 1KG Mile High Labs   0 $7,500.00 $0.00
Menthol Crystals 8oz Bags   0 $24.99 $0.00
Best Flavors Fruit Punch Flavor Concentrate 1oz   0 $16.99 $0.00
Best Flavors Pina Colada Flavor Concentrate 1oz   0 $16.99 $0.00
Best Flavors Chocolate Flavor Concentrate 1oz   0 $16.99 $0.00
Best Flavors Blueberry Flavor Concentrate 1oz   0 $16.99 $0.00
Best Flavors Strawberry Flavor Concentrate 1oz   0 $16.99 $0.00
Best Flavors Banana Cream Flavor Concentrate 1oz   0 $16.99 $0.00
10lb Bag Natural Soy Wax   0 $44.99 $0.00
Unrefined Shea Butter 16oz   0 $22.99 $0.00
Vitamin E Oil 2.5oz   0 $7.99 $0.00
Red Mica Pigment Powder 4oz   0 $19.99 $0.00
Millard Black .15oz Lip Balm Tube Bag of 100 units   0 $19.99 $0.00
Millard Lip Balm Crafting Kit   0 $24.99 $0.00
Dropper   0 $4.99 $0.00

 

 18 
   

 

Shelf 2        
FitCBD Recover Rub 8oz   100 $34.99 $3,499.00
FitCBD Recover Roll-On 3oz   13 $24.99 $324.87
Whisker Wellness Toy/Small Pet 100mg   10 $19.99 $199.90
Whisker Wellness Standard 250mg   12 $29.99 $359.88
Whisker Wellness Working 500mg   11 $39.99 $439.89
Whisker Wellness Giant 1000mg   13 $49.99 $649.87
1937 Ease Elixir 2500mg   6 $100.00 $600.00
Shelf 3        
Black Belt Recover Rub 2oz   0 $9.00 $0.00
Black Belt Recover Rub 8oz   43 $39.99 $1,719.57
Black Belt Recover Rub 16oz   3 $59.99 $179.97
Black Belt Recover Roll-On 3oz   44 $21.99 $967.56
1937 Comfort Cream 8oz   17 $129.99 $2,209.83
1937 Temple Tonic 3oz   66 $34.99 $2,309.34
1937 Radiant Relief 8oz   41 $119.99 $4,919.59
Shelf 4        
Black Belt Recover Rub (pillow pack) .17oz   2476 $5.00 $12,380.00
1937 Comfort Cream (pillow pack) .17oz   1018 $3.50 $3,563.00
Give the Gift of CBD postcards Hand & Foot   1000 $1.00 $1,000.00
Shelf 5        
Bella Crema Elegante (pillow pack) .17oz   398 $3.99 $1,588.02
Clear Pouches   17 $10.00 $170.00
Give the Gift of CBD postcards Recover Pack   1000 $1.00 $1,000.00
Give the Gift of CBD postcards Bella   1000 $1.00 $1,000.00
CBD Caring Window Clings   23 $5.00 $115.00
Sleeve of Business Cards   2800 $1.00 $2,800.00

 

 19 
   

 

Shelf 6        
Bella Aqua d' Amore (water base lube) (pillow pack) .17oz   3590 $2.50 $8,975.00
Dr. D CBD Topical 4oz 800mg Relaxing Lavender FS   21 $65.00 $1,365.00
Dr. D CBD Tincture 1oz 750mg Cinnamon FS   12 $65.00 $780.00
Dr. D CBD Pet Tincture 1oz 500mg Bacon FS   12 $45.00 $540.00
Dr. D CBD Zero THC Capsules 1500mg- 60 Caps 25mg   12 $65.00 $780.00
Dr. D CBD FS Softgels 1500mg- 60 Caps 25mg   9 $85.00 $765.00
Shelf 7        
Jack Knob Polish (water base lube) (pillow pack) .17oz   1068 $2.50 $2,670.00
Bella Amore Passionale (hybrid lube) (pillow pack) .17oz   335 $2.50 $837.50
Bella Olio d' Amore (silicone lube) (pillow pack) .17oz   992 $3.50 $3,472.00
         
Rack 4        
         
Shelf 1        
Rose Fragrance Oil- 25lb   0 $1,461.80 $0.00
Belize Fragrance Oil- 25lb   0 $597.07 $597.07
Blue Hawaii Fragrance Oil- 25lb   0 $555.90 $555.90
True Blue Manoi Fragrance Oil- 25lb   0 $350.01 $350.01
Belize Fragrance Oil- 5gal   0 $550.00  
Blue Hawaii Fragrance Oil- 5gal   0 $550.00  
True Blue Manoi Fragrance Oil- 5gal   0 $550.00  
Bubble Wrap Roll   1 $45.00 $45.00
CBD Isolate 1KG   10 $7,500.00 $75,000.00
Shelf 2        
Ring Light   1 $50.00 $50.00
Gift Wrap   4 $7.50 $30.00
Gift Wrap Half Roll   2 $3.00 $6.00
Ribbon   1 1/2 $15.00 $15.00
Gold Pom Pom   1 $5.00 $5.00
Red Tissue Paper   1 $5.00 $5.00
Bubble Wrap Roll   1 $50.00 $50.00

 

 20 
   

 

Shelf 3        
Dr D. CBD 750mg Cinnamon Tincture   3 $30.00 $90.00
CBD Caring Post Cards   1000 $1.00 $1,000.00
Shelf 4        
Wholesale Catalogue   76 $10.00 $760.00
2020 Calendar   1 $20.00 $20.00
Shipping Station        
Laptop   1 $1,200.00 $1,200.00
Scale   1 $300.00 $300.00
Label Machine   1 $100.00 $100.00
OOF SUPPLIES        
Craig- Laptop   1 $2,800.00 $2,800.00
Jim- Laptop   1 $1,500.00 $1,500.00
Dwayne - Laptop   1 $1,500.00 $1,500.00
Krista- Laptop   1 $2,800.00 $2,800.00
Count completed 01/06/2020 @12:40pm by IM    

Total Office

Value

$188,897.04
         
Storage Unit 420        
PRODUCT LABELS        
Bella   Units

Per Item

Value

Total Value
Crema Elegante, Unscented 1oz 30mg Discontinued 0 $0.24 $0.00
Crema Elegante, Rose 1oz 30mg Discontinued 0 $0.24 $0.00
Crema Elegante, Tropicale 1oz 30mg Discontinued 0 $0.24 $0.00
Crema Elegante, Unscented 4oz (front) 250mg   285 $0.50 $142.50
Crema Elegante, Unscented 4oz (bottom) 250mg   275 $0.50 $137.50
Crema Elegante, Rose 4oz (front) 250mg   1203 $0.50 $601.50
Crema Elegante, Rose 4oz (bottom) 250mg   525 $0.50 $262.50
Crema Elegante, Tropicale 4oz (front) 250mg   1518 $0.50 $759.00
Crema Elegante, Tropicale 4oz (bottom) 250mg   940 $0.50 $470.00
Crema da Notte, 2oz (Front) 100mg   249 $0.48 $119.52
Crema da Notte, 2oz (Bottom) 100mg   761 $0.22 $167.42
Bomba da Bagno Large, Rose 50mg Discontinued 0 $0.59 $0.00
Bomba da Bagno Large, Original 50mg Discontinued 0 $0.59 $0.00
Aqua d' Amore - 2oz (Front)   147 $0.23 $33.81
Aqua d' Amore - 2oz (Back)   180 $0.23 $41.40
Aqua d' Amore - 6oz (Front)   489 $0.39 $190.71
Aqua d' Amore - 6oz (Back)   485 $0.39 $189.15

 

 21 
   

 

Olio per Massaggio, Unscented 1oz   377 $0.90 $339.30
Olio per Massaggio, Rose 1oz   105 $0.90 $94.50
Olio per Massaggio, Tropicale 1oz   103 $0.90 $92.70
Olio per Massaggio, Unscented 4oz   111 $0.96 $106.56
Olio per Massaggio, Rose 4oz   773 $0.96 $742.08
Olio per Massaggio, Tropicale 4oz   823 $0.96 $790.08
Bomba da Bagno - Petite (Rose) Discontinued 0 $0.94 $0.00
Bomba da Bagno - Petite (Original) Discontinued 0 $0.94 $0.00
Sale da Bagno 2oz 30mg   1468 $0.50 $734.00
Sale da Bagno 16oz 250mg   415 $0.92 $381.80
Salute 1oz 100mg discontinued 0 $0.90 $0.00
Salute 1oz 250mg discontinued 0 $0.90 $0.00
Salute 1oz 500mg discontinued 0 $0.90 $0.00
Olio per Capelli, Rose 1oz (hair oil) 50mg discontinued 0 $0.90 $0.00
Olio per Capelli, Tropicale 1oz (hair oil) 50mg discontinued 0 $0.90 $0.00
Olio per Capelli, Rose 4oz (hair oil) 100mg discontinued 0 $0.96 $0.00
Olio per Capelli, Tropicale 4oz (hair oil) 100mg discontinued 0 $0.96 $0.00
Olio Lusso, Rose 1oz (facial oil) 500mg   609 $0.67 $408.03
Olio d' Amore, 2.5oz (front) (silicone lubricant) 40mg   323 $0.23 $74.29
Olio d' Amore, 2.5oz (back) (silicone lubricant) 40mg   399 $0.23 $91.77
Olio d' Amore, 6oz (front) (silicone lubricant) 100mg   519 $0.39 $202.41
Olio d' Amore, 6oz (back) (silicone lubricant) 100mg   542 $0.39 $211.38
Amore Passionale, 2.5oz (front) (hybrid lubricant) 40mg   211 $0.23 $48.53
Amore Passionale, 2.5oz (back) (hybrid lubricant) 40mg   217 $0.23 $49.91
Amore Passionale, 6oz (front) (hybrid lubricant) 40mg   500 $0.39 $195.00
Amore Passionale, 6oz (back) (hybrid lubricant) 40mg   500 $0.39 $195.00
Bacione .15oz (lip plumper)   492 $0.17 $83.64
Bacio della Morte .15oz (lip balm)   675 $0.17 $114.75
Bacio della Vita .15oz (lip balm)   536 $0.17 $91.12
Bel Capelli, Rose 2.5oz (shampoo) 40mg discontinued 0   $0.00
Bel Capelli, Rose 16oz (shampoo) 250mg discontinued 0 $0.96 $0.00
Bel Capelli, Tropicale 2.5oz (shampoo) 40mg discontinued 0   $0.00
Bel Capelli, Tropicale 16oz (shampoo) 250mg discontinued 0 $0.96 $0.00
Bel Corpo, Rose 2.5oz (body wash) 30mg   0   $0.00
Bel Corpo, Rose 8.5oz (body wash) 100mg   519 $0.96 $498.24
Bel Corpo, Tropicale 2.5oz (body wash) 30mg   0   $0.00
Bel Corpo, Tropicale 8.5oz (body wash) 100mg   954 $0.96 $915.84
Bel Viso, 1oz (facial cleanser) 25mg   0 $9.99 $0.00
Bel Viso, 4oz (facial cleanser) 100mg   730 $0.96 $700.80
Bel Viso, 8oz (facial cleanser) 100mg   0   $0.00

 

 22 
   

 

Brilliante, Rose 2.5oz (conditioner) 50mg discontinued 0   $0.00
Brilliante, Rose 16oz (conditioner) 250mg discontinued 0 $0.96 $0.00
Brilliante, Tropicale 2.5oz (conditioner) 50mg discontinued 0   $0.00
Brilliante, Tropicale 16oz (conditioner) 250mg discontinued 0 $0.96 $0.00
Occhi Vivaci, 1oz (eye cream) 250mg   1,689 $0.50 $844.50
Scrub Dolce, 2oz (sugar scrub) Front 30mg   1,461 $0.48 $701.28
Scrub Dolce, 2oz (sugar scrub) Bottom 30mg   1,920 $0.22 $422.40
Scrub Dolce, 16oz (sugar scrub) 250mg   749 $1.15 $861.35
Bella Tamper Seals   4,928 $0.13 $640.64
Mani di Lusso 2oz (front) (hand cream) 100mg   1900 $0.48 $912.00
Mani di Lusso 2oz (back) (hand cream) 100mg   1900 $0.48 $912.00
         
Jack        
Knob Polish 2.5oz (front) 40mg   375 $0.23 $86.25
Knob Polish 2.5oz (back) 40mg   375 $0.23 $86.25
Knob Polish 6oz (front) 100mg   433 $0.38 $164.54
Knob Polish 6oz (back) 100mg   757 $0.38 $287.66
Beard Builder 2oz 50mg   883 $0.48 $423.84
Skin Sealant 2.5oz (front) 50mg   1128 $0.35 $394.80
Skin Sealant 2.5oz (back) 50mg   380 $0.35 $133.00
Skin Sealant 4oz (front) 100mg   327 $0.24 $78.48
Skin Sealant 4oz (back) 100mg   309 $0.24 $74.16
Stache Cement 3.5oz (top) 100mg   291 $0.39 $113.49
Stache Cement 3.5oz (bottom) 100mg   279 $0.39 $108.81
Power Wash 2.5oz (front) 30mg   800 $0.35 $280.00
Power Wash 2.5oz (back) 30mg   800 $0.35 $280.00
Power Wash 8oz (front) 100mg   359 $0.47 $168.73
Power Wash 8oz (back) 100mg   836 $0.47 $392.92
         
Felix & Ambrosia        
Sunny Daze 2.5oz (front) 40mg   410 $0.29 $118.90
Sunny Daze 2.5oz (back) 40mg   423 $0.29 $122.67
Sunny Daze 4oz (front) 100mg   336 $0.35 $117.60
Sunny Daze 4oz (back) 100mg   179 $0.35 $62.65
Sunny Daze 8oz (front) 200mg   578 $0.47 $271.66
Sunny Daze 8oz (back) 200mg   1660 $0.47 $780.20
Burn Out 2.5oz (front) 40mg   3364 $0.24 $807.36
Burn Out 2.5oz (back) 40mg   881 $0.24 $211.44
Burn Out 6oz (front) 100mg   524 $0.25 $131.00
Burn Out 6oz (back) 100mg   1253 $0.25 $313.25

 

 23 
   

 

Bugger Off 1oz 25mg   642 $0.47 $301.74
Unicorn Drops 1oz (blueberry) 50mg discontinued 0 $0.74 $0.00
Unicorn Drops 1oz (blueberry) 150mg discontinued 0 $0.74 $0.00
Unicorn Drops 1oz (blueberry) 250mg discontinued 0 $0.74 $0.00
Unicorn Drops 1oz (rainbow) 50mg discontinued 0 $0.74 $0.00
Unicorn Drops 1oz (rainbow) 150mg discontinued 0 $0.74 $0.00
Unicorn Drops 1oz (rainbow) 250mg discontinued 0 $0.74 $0.00
Sweet Love Cock-A-Lot Berry 2.5oz (front) (chocolate/strawberry) 40mg   560 $0.29 $162.40
Sweet Love Cock-A-Lot Berry 2.5oz (back) (chocolate/strawberry) 40mg   560 $0.29 $162.40
Sweet Love Banana Cream Pie 2.5oz (front) (banana cream) 40mg   654 $0.29 $189.66
Sweet Love Banana Cream Pie 2.5oz (back) (banana cream) 40mg   659 $0.29 $191.11
Sweet Love Not A Virgin 2.5oz (front) (pina colada) 40mg   501 $0.29 $145.29
Sweet Love Not A Virgin 2.5oz (back) (pina colada) 40mg   498 $0.29 $144.42
Sweet Love Bangin' Berry 2.5oz (front) (blueberry) 40mg   484 $0.29 $140.36
Sweet Love Bangin' Berry 2.5oz (back) (blueberry) 40mg   576 $0.29 $167.04
Sweet Love Rainbow Rider 2.5oz (front) (fruit punch) 40mg   745 $0.29 $216.05
Sweet Love Rainbow Rider 2.5oz (back) (fruit punch) 40mg   755 $0.29 $218.95
Sweet Love Humpkin Spice 2.5oz (front) (pumpkin) 40mg   765 $0.29 $221.85
Sweet Love Humpkin Spice 2.5oz (back) (pumpkin) 40mg   758 $0.29 $219.82
Crack is Wack 2oz 500mg   998 $0.35 $349.30
Sole Food 2.5oz (Front)   462 $0.29 $133.98
Sole Food 2.5oz (Back)   462 $0.29 $133.98
         
Wellness CBD 1937        
Comfort Cream 1oz (top) 120mg discontinued 0 $0.39 $0.00
Comfort Cream 8oz 1000mg   3,681 $0.50 $1,840.50
Ease Elixir Tincture 2oz 500mg discontinued 0 $0.36 $0.00
Ease Elixir Tincture 2oz 1000mg discontinued 0 $0.36 $0.00
Ease Elixir Tincture 2oz 1500mg discontinued 0 $0.36 $0.00
Ease Elixir Tincture 2oz 2500mg discontinued 0 $0.36 $0.00
Solace Supplement (2 capsules) 50mg each discontinued 0 $0.32 $0.00
Solace Supplement (30 capsules) 50mg each, 1500mg bottle discontinued 0 $0.39 $0.00
Temple Tonic 1oz 500mg   163 $0.34 $55.42

 

 24 
   

 

Whisker Wellness        
Liver Bites TOY (30 treats) 3.33mg each 100mg discontinued 0 $0.50 $0.00
Liver Bites STANDARD (30 treats) 8.33mg each 250mg discontinued 0 $0.50 $0.00
Liver Bites WORKING (30 treats) 16.66mg each 500mg discontinued 0 $0.50 $0.00
Liver Bites GIANT (30 treats) 33.33mg each 1000mg discontinued 0 $0.50 $0.00
Salmon Oil Tincture TOY 2oz 100mg   234 $0.50 $117.00
Salmon Oil Tincture STANDARD 2oz 250mg   340 $0.50 $170.00
Salmon Oil Tincture WORKING 2oz 500mg   334 $0.50 $167.00
Salmon Oil Tincture GIANT 2oz 1000mg   394 $0.50 $197.00
         
BLACK BELT LABELS        
Performance Protein Beef Base Acai Berry 2oz 7.5mg discontinued 0 $0.32 $0.00
Performance Protein Beef Base Acai Berry 32oz 125mg discontinued 0 $0.47 $0.00
Performance Protein Beef Base Acai Berry 128oz (Gallon) 500mg discontinued 0 $0.98 $0.00
Performance Protein Beef Base Chai 2oz 7.5mg discontinued 0 $0.32 $0.00
Performance Protein Beef Base Chai 32oz 125mg discontinued 0 $0.47 $0.00
Performance Protein Beef Base Chai 128oz 500mg discontinued 0 $0.98 $0.00
Performance Protein Beef Base Peanut Butter Chocolate 2oz 7.5mg discontinued 0 $0.32 $0.00
Performance Protein Beef Base Peanut Butter Chocolate 32oz 125mg discontinued 0 $0.47 $0.00
Performance Protein Beef Base Peanut Butter Chocolate 128oz (Gallon) 500mg discontinued 0 $0.98 $0.00
Performance Protein Plant Base Acai Berry 2oz 7.5mg discontinued 0 $0.32 $0.00
Performance Protein Plant Base Acai Berry 32oz 125mg discontinued 0 $0.47 $0.00
Performance Protein Plant Base Acai Berry 128oz (Gallon) 500mg discontinued 0 $0.98 $0.00
Performance Protein Plant Base Chai 2oz 7.5mg discontinued 0 $0.32 $0.00
Performance Protein Plant Base Chai 32oz 125mg discontinued 0 $0.47 $0.00
Performance Protein Plant Base Chai 128oz (Gallon) 500mg discontinued 0 $0.98 $0.00
Performance Protein Plant Base Peanut Butter Chocolate 2oz 7.5mg discontinued 0 $0.32 $0.00
Performance Protein Plant Base Peanut Butter Chocolate 32oz 125mg discontinued 0 $0.47 $0.00
Performance Protein Plant Base Peanut Butter Chocolate 128oz (Gallon) 500mg discontinued 0 $0.98 $0.00
Training Tonic 2oz 250mg discontinued 0 $0.18 $0.00
Recover Roll-On .33oz 150mg discontinued 0 $0.18 $0.00
Recover Roll On 3oz 150mg   703 $0.19 $133.57
Control Capsules (30 capsules) 15mg each, 450mg bottle discontinued 0 $0.47 $0.00

 

 25 
   

 

Recover Rub 2oz 50mg   999 $0.32 $319.68
Recover Rub 8oz 250mg   1175 $0.18 $211.50
Recover Rub 16oz 500mg   1633 $0.37 $604.21
Warrior Warm Up Chai 2oz 40mg discontinued 0 $0.32 $0.00
Warrior Warm Up Chai 12oz 250mg discontinued 0 $0.26 $0.00
Warrior Warm Up Fruit Punch 2oz 40mg discontinued 0 $0.32 $0.00
Warrior Warm Up Fruit Punch 12oz 250mg discontinued 0 $0.26 $0.00
         
Hemp Caring Labels        
Pain Tonic 2oz discontinued 0 $0.35 $0.00
Migraine Relief 1oz   1900 $0.36 $684.00
Beard Oil 2oz   1900 $0.35 $665.00
Pain Cream 8oz   1900 $0.35 $665.00
Personal Lubricant 2oz (front)   1900 $0.36 $684.00
Personal Lubricant 2oz (back)   1900 $0.36 $684.00
Body Butter 4oz   1995 $0.33 $658.35
Personal Lubricant 6oz (front)   1976 $0.37 $731.12
Personal Lubricant 6oz (back)   1976 $0.37 $731.12
Lip Balm .15oz   1976 $0.36 $711.36
Lip Plumber .15oz   1976 $0.36 $711.36
Flavor Drops, rainbow 1oz discontinued 0 $0.36 $0.00
Flavor Drops, blueberry 1oz discontinued 0 $0.36 $0.00
         
Daily CBD        
Tincture 1oz 300mg discontinued 0 $0.49 $0.00
Lube (water based) 2.5oz (front) 30mg   1319 $0.46 $606.74
Lube (water based) 2.5oz (back) 30mg   1463 $0.46 $672.98
Soak 2oz (top)   922 $0.49 $451.78
Soak 8oz 300mg   2376 $0.49 $1,164.24
Capsules (30 each) 10mg each 300mg bottle discontinued 0 $0.36 $0.00
Daily roll on Rub   1852 $0.29 $537.08
daily lip balm   884 $0.36 $318.24

 26 
   

 

 

Fit CBd        
8 oz Recover Rub   1000 $0.18 $180.00
3oz Recover Roll On   0 $0.29 $0.00
         
Containers and Lids   Units    
Black 24-410 PP Smooth Disc Cap Unlined   250 $0.89 $222.50
PET Single Wall Jar 8oz White   2,777 $0.59 $1,638.43
Pre-Labeled FitCBD 8oz White   412 $0.89 $366.68
PET Straight Sided Jars - 32oz; Clear   84 $0.97 $81.48
2oz Malibu Bottles Black   1575 $0.63 $992.25
2oz Malibu Bottles White     $0.67 $0.00
2oz Malibu Bottles Flip top caps (Black)   1260 $0.27 $340.20
MDPE Plastic Tottle Tube - 4oz; Natural   1124 $0.57 $640.68
MDPE Plastic Tottle Tube - 8oz; Natural   583 $0.83 $483.89
MDPE Plastic Tottle Tube - 2oz; Natural   625 $0.42 $262.50
Roll On Bottle Balls   1284 $0.27 $346.68
500 ml BR/SQ 24-B Black   320 $8.00 $2,560.00
Labeled Bottles for Temple Tonic   225 $1.24 $279.00
Temple Tonic Bottle Lids   70 $0.32 $22.40
35mm Smooth Roll On Cap   900 $0.31 $279.00
White Smooth Lids 8oz   595 $0.19 $113.05
Induction Seals 8oz   1800 $0.11 $198.00
Black Smooth Lids 8oz   96 $0.19 $18.24
White Ridged Lids 8oz   43 $0.19 $8.17
Labeled Black Belt Jars 8oz   229 $1.34 $306.86
30ml Dark Violet Glass Bottles   771 $1.89 $1,457.19
2oz White Glass Boston Round Bottle   621 $1.34 $832.14
White Small Roll On Tubes, rollers, caps   535 $0.87 $465.45
White Lip Balm Tubes   122 $0.08 $9.76
White Lid for Lip Balm   133 $0.04 $5.32
2oz Droppers   1062 $0.19 $201.78
Black Droppers   833 $0.19 $158.27
PP Plastic Measuring Scoop - 32cc; Natural   176 $0.18 $31.68
8 oz PET Black Bottle (Comfort Cream)   224 $2.99 $669.76
HDPE Push Up Deodorant Bottle - 2oz; White   526 $6.00 $3,156.00
HDPE Push Up Deodorant Bottle - 2oz; Black   1002 $6.00 $6,012.00

 

 27 
   

 

Deodorant Lids; Black   933 $3.00 $2,799.00
Deodorant Lids; White   735 $3.00 $2,205.00
3oz Roll-On Bottles; White   2157 $8.00 $17,256.00
Smooth caps for Roll On   2591 $3.00 $7,773.00
2oz 58mm DW SQ PP/PP Wht Jar LP   1116 $2.00 $2,232.00
MDPE Plastic Tottle Tube - 8oz; White   80 $2.80 $224.00
8oz white Jars "DailyCBD"   771 $8.00 $6,168.00
12oz White Jars "Tubs"   138 $10.00 $1,380.00
Black Tin Slip Cover "Stache Cement"   288 $8.00 $2,304.00
2oz Black Smooth Lids   149 $3.00 $447.00
2oz Clear Jars   170 $3.00 $510.00
8/16oz Black Ribbed LIds   189 $8.00 $1,512.00
3.2/3.75 Treatment Pumps   333 $8.00 $2,664.00
2oz White Lids   434 $4.00 $1,736.00
1/2oz Jar Pumps   49 $5.00 $245.00
155x56mm Shrink Band Perfed 1m/ct (Uline S-18632)   10 $29.00 $290.00
1oz Capsule Bottle Metal Lids   479 $8.00 $3,832.00
8/16oz Black Smooth Lids   97 $8.00 $776.00
1/2oz Black Jars   337 $6.00 $2,022.00
24-410 Saddle Head Pumps/ribbed Skirt   256 $5.00 $1,280.00
Capsule Bottles Brown   373 $9.00 $3,357.00
16oz Black PET 89-400 Single Wall Jar   37 $8.00 $296.00
Black 89-400 Smooth Skirt Lid   36 $8.00 $288.00
2oz Black Jar   20 $8.00 $160.00
2oz Black smooth Lids   21 $8.00 $168.00
MDPE Plastic Tottle Tube - 6oz; White   10 $3.00 $30.00
MDPE Plastic Tottle Tube - 6oz; Black   112 $3.00 $336.00
4oz Black Jars   18 $4.00 $72.00
4oz Black Jar Lids   18 $4.00 $72.00
2oz PS/PP DBL Wall S/S Jar   40 $4.00 $160.00
2oz 58-400 Ribbed Cap white   39 $4.00 $156.00
8oz Black Belt Recover Rub Labeled Jars   87 $10.00 $870.00
3oz temple Tonic Labeled Jars   59 $10.00 $590.00
Crack is Wack Labeled Jars   13 $10.00 $130.00
0.5oz Black Smooth Lids   336 $3.00 $1,008.00
8/16oz White Ribbed Lids   45 $8.00 $360.00
Capsule Bottles White   60 $8.00 $480.00
4oz PET bullet Black   48 $8.00 $384.00

 

 28 
   

 

20-410 Treatment Pump 5.3" blk   48 $4.00 $192.00
2.4oz Aqua D'Amore Labeled Bottles   36 $12.00 $432.00
500ml JR/SS 89-A White (16oz)   134 $8.00 $1,072.00
2oz Black Smooth Lids   70 $6.00 $420.00
1oz PET bottle   86 $7.00 $602.00
Treatment Pumps for 1oz PET Bottles   85 $8.00 $680.00
8/16oz 89-400 Smooth Lids White   131 $8.00 $1,048.00
2oz Ribbed Lids White   881 $8.00 $7,048.00
2oz White Jars   153 $8.00 $1,224.00
8/16oz Black Smooth Lids   369 $8.00 $2,952.00
1oz White Jars   2350 $8.00 $18,800.00
1oz White LIds   2350 $8.00 $18,800.00
2oz LDPE Plastic Boston round "White"   218 $4.00 $872.00
2oz Pumps For Bottles   108 $3.00 $324.00
1oz Bottles "Unicorn Drops"   515 $2.00 $1,030.00
1oz Flip Caps   548 $2.00 $1,096.00
1/2" 38-400 Smooth Lids "White"   5873 $8.00 $46,984.00
4oz Pre Labeled Smooth Stud Jars   67 $9.00 $603.00
8oz White Tottle Bottle PreLabeled Power Wash   37 $8.00 $296.00
8oz Bullet "Black"   400 $4.00 $1,600.00
16oz Squat Bottom "Black"   296 $8.00 $2,368.00
8oz PET single Wall 'Black"   503 $6.00 $3,018.00
88-400 Lids Black 8/16oz   642 $8.00 $5,136.00
8/16oz Black Pumps   278 $5.00 $1,390.00
0.5oz Black Jars   148 $6.00 $888.00
0.5oz Black Lids   963 $8.00 $7,704.00
4oz Black Pumps   370 $8.00 $2,960.00
3.2/3.75 20-410 Treatment Pump   390 $4.00 $1,560.00
Droppers "White Top"   921 $2.00 $1,842.00
Droppers "Black Top"   1695 $2.00 $3,390.00

 

 29 
   

 

         
Pillow Packs        
Jack Knob Polish (water base lube) .17oz   16600 $0.23 $3,818.00
Daily Lube (water base) .17oz   200 $0.23 $46.00
Bella Amore Passionale (hybrid lube) .17oz   25800 $0.23 $5,934.00
Bella Aqua d' Amore (water base lube) .17oz   12,000 $0.23 $2,760.00
1937 Comfort Cream .17oz   2000 $0.54 $1,080.00
Bella Crema Elegante .17oz   7500 $0.54 $4,050.00
Bella Olio d' Amore (silicone lube) .17oz   9300 $0.34 $3,162.00
Black Belt Recover Rub .17oz   3100 $0.54 $1,674.00
         
Black Belt CBD        
Control Capsules discontinued 0 $15.80 $0.00
Performance Protein - Beef Base        
Acai Berry - 32oz; 125mg discontinued 0 $14.10 $0.00
Chai - 32oz; 125mg discontinued 0 $14.10 $0.00
Peanut Butter Chocolate - 32oz; 125mg discontinued 0 $15.24 $0.00
Performance Protein - Plant Base        
Acai Berry - 2oz; 7.5mg discontinued 0 $1.98 $0.00
Acai Berry - 32oz; 125mg discontinued 0 $12.60 $0.00
Chai - 2oz; 7.5mg discontinued 0 $1.98 $0.00
Chai - 32oz; 125mg discontinued 0 $12.60 $0.00
Peanut Butter Chocolate - 2oz; 7.5mg discontinued 0 $2.07 $0.00
Peanut Butter Chocolate - 32oz; 125mg discontinued 0 $14.12 $0.00
Warrior Warm Up        
Chai - 12oz; 250mg discontinued 0 $2.49 $0.00
Fruit Punch - 12oz; 250mg discontinued 0 $2.49 $0.00
Black Belt Foam Roller "BBCBD" Huge 2 mats   2 $12,000.00 $24,000.00

 

 30 
   

 

         
Raw Materials Qty:

Weight or Units by

ounce-instock

Cost  
Hemp Oil (food grade) 55gal drums 2(55gal) 14080 $0.20 $2,816.00
Shower Gel 55gal drum 2(55gal) 7680 $0.17 $1,305.60
Jojoba Oil 55gal drum 0(55gal) "open" 0 $0.86 $0.00
MCT Fractinated Coconut Oil 55gal drum 1(55gal) 2560 $0.20 $512.00
Shaving Cream 50gal drum 1(55gal) 7040 $0.03 $225.28
Hand Lotion 220gal tote 1(220gal) 7040 $0.88 $6,195.20
Unscented Shampoo 55gal drum 1(55gal) 3200 $0.88 $2,816.00
Unscented Conditioner 55gal drum 1(55gal) 3200 $0.88 $2,816.00
French Pink Clay 2.2lbs 2(2.2lbs) 70.4 $1.50 $105.60
Fresh Feet Lotion 5gal bucket 2(5gal) 1280 $0.37 $473.60
Yellow Beeswax (lb) 1(box) 432 $0.62 $267.84
Marigold Eye Cream (oz)   24 $810.00 $19,440.00
Biodegradable Glitter (kg) sold by the box 12(box) 12 $250.00 $3,000.00
Shea Butter (oz) 1(50lbs) 800 $0.91 $728.00
Select Natural Brown (Caramel) food color powder 2(5lbs) 160 $0.46 $74.00
Stevia Bags 1 lb 10 $61.99 $619.90
Stevia Extract 1 Kg 13 $58.96 $766.48
Facial Cleanser (oz), New Direction 2(5gal) 640 $0.20 $126.78
Dr. Adorable Inc Hemp Seed Oil 100% 1(32oz) 32 $1.03 $32.99
Coconut Oil (oz) 4(5gal) 640 $0.68 $435.20
Hand Sanitizer 15 x 60fl oz 15 $29.99 $449.85
Avacado Oil 7.5lbs 1 $210.00 $210.00

 

 31 
   

 

Citric Acid 50lbs 0 $80.00 $0.00
Baking Soda 50lbs 0 $90.00 $0.00
Luxury Facial Crema 1(5gal) 1 $895.00 $895.00
Unscented Conditioner 5gal 2(5gal) 2 $750.00 $1,500.00
Silicone Lubricant 5gal 2(5gal) 2 $3,000.00 $6,000.00
Hybrid Lube 5gal 1(5gal) 0 $2,500.00 $2,500.00
Best Flavors 50lb Chocolate   1 $1,100.00 $1,100.00
Best Flavors 50lb Peanut Butter   1 $1,100.00 $1,100.00
Best Flavors 50lb Fruit Punch   1 $1,100.00 $1,100.00
Best Flavors 10lb Fruit Punch   1 $224.50 $224.50
Best Flavors 10lb Chai   1 $224.50 $224.50
Best Flavors 10lb Chocolate   1 $224.50 $224.50
best Flavors 10lb Acai   1 $224.50 $224.50
Caffeine Anhydrous 21.6kg 1 $1,699.95 $1,699.95
Apricot Kernal Oil 1 Gallon   5 $52.97 $264.85
Blue Raspberry (48ml)   174 $2.48 $431.52
Camphor 5gal   1 $550.00 $550.00
Rose Fragrance Oil 5gal   1 $614.58 $614.58
Eucalyptus OIl 5gal   1 $740.00 $740.00
Peppermint Oil 5gal   2 $620.00 $1,240.00
Blue Hawaii Fragrance Oil 5gal   1 $555.90 $555.90
Belize Fragrance Oil 5gal   1 $597.07 $597.07
True Blue Manoi Oil 5Gal   1 $350.01 $350.01
Coconut Oil 1gal   1 $26.15 $26.15
Camphor 10 Gallon   1 $1,100.00 $1,100.00
CBD Isolate 1KG Mile High Labs   1 $7,500.00 $7,500.00
Menthol Crystals 8oz Bags   2 $24.99 $49.98
Menthol Crystals 8lb Bag   2 $278.38 $556.76
Guarana 250g   2 $19.96 $39.92
Turbinado Cane Sugar 6lb   2 $10.96 $21.92
Turbinado Cane Sugar 2lb   1 $4.08 $4.08
Apricot Oil 16oz   2 $6.75 $13.50
Blue Hawaii OIl 1lb   1 $550.00 $550.00
Belize Fragrance Oil 1lb   1 $550.00 $550.00
Lavender OIl 1lb   1 $550.00 $550.00
Lemon Oil 1lb   1 $550.00 $550.00
Lavender Chamomile Oil 1lb   1 $550.00 $550.00

 

 32 
   

 

Marjoram Oil 1lb   1 $550.00 $550.00
Patchouli Oil 1lb   1 $550.00 $550.00
Rose Water 8oz   2 $550.00 $1,100.00
Vtamin E Skin Oil 4oz   1 $550.00 $550.00
Cinnamon Leaf Oil 4oz   1 $550.00 $550.00
E-Oil 2.5oz   1 $7.99 $7.99
Cramp Bark 2oz   2 $70.00 $140.00
Musk Fragrance Oil 1lb   1 $550.00 $550.00
Clove Oil 4oz   1 $65.00 $65.00
Cayenne Oil 4oz   1 $65.00 $65.00
Best Flavors Chocolate 1oz   2 $16.99 $33.98
Rosemary Oil 2oz   1 $40.00 $40.00
Clary Safe Oil 0.5oz   1 $25.00 $25.00
Black Diamond Pigment Powder 4oz   1 $19.99 $19.99
Cetaphil 16oz   1 $16.00 $16.00
Neroli Oil 16oz   1 $20.00 $20.00
Neem OIl 12 oz   1 $80.00 $80.00
Spearmint Oil 1oz   1 $18.00 $18.00
Roman Chamomile 1oz   1 $18.00 $18.00
Vanilla Oil 1oz   1 $18.00 $18.00
Tea Tree Oil 1oz   1 $18.00 $18.00
Charcoal & Clay Powder 8oz   1 $50.00 $50.00
Kaolin White Clay 8oz   1 $50.00 $50.00
Moroccan Red Clay 8oz   1 $50.00 $50.00
French Green Clay 8oz   1 $50.00 $50.00
Bentonite Clay 8oz   1 $50.00 $50.00
60CC Catheters syringes 25 units per box   5 $28.99 $144.95
Lip Balm Crafting Kit   1 $24.99 $24.99
Soy Wax 10lb   1 $44.99 $44.99
Epson Salt 4lb   0 $2.79 $0.00

 

 33 
   

 

Best Flavors Strawberry Flavor 1oz   1 $16.99 $16.99
Best Flavors Fruit Punch Flavor 1oz   1 $16.99 $16.99
Best Flavors Blueberry Flavor 1oz   1 $16.99 $16.99
Best Flavors Banana Flavor 1oz   1 $16.99 $16.99
Best Flavors Pina Colada 1oz   1 $16.99 $16.99
Best Flavors Cinnamon Flavor   1 $16.99 $16.99
Baking Soda 1lb   1 $8.07 $8.07
Shea Butter 55lbs   1 $139.56 $139.56
Himalayan Sea Salt   0 $27.00 $0.00
Miscellaneous Items        
Weight Scale   2 $199.99 $399.98
Silica Gel Packs 5000 Packets 2 $245.00 $490.00
Coleman Sleeping Blankets   3 $29.99 $89.97
1500 Watt Indoor Heater   2 $79.99 $159.98
Large Bath Bomb Kits   200 $9.99 $1,998.00
Stainless Steel Mixing Pots   5 $19.99 $99.95
Measuring Spoon Set   1 $9.99 $9.99
Heat Guns   3 $39.99 $119.97
Induction Stove Tops   2 $39.99 $79.98
3M Cool Flow Respirator   1 $24.99 $24.99
Impulse Bag Sealer   1 $49.99 $49.99
Induction Sealer   2 $49.99 $99.98
Nitrile Gloves Medium Boxes 15 15 $8.99 $134.85
Nitrile Gloves Small Boxes 8 9 $8.99 $80.91
Nitrile Gloves Large Box 2 2 $8.99 $17.98
Nitrile Gloves X-Large 2 2 $8.99 $17.98
Infrared Thermometer   1 $250.00 $250
Old Crema Elegante Glass Jars 33.8x22.8x24.3 cm Sold 0 $8.00 $0.00
Blüm Lighters Sold 0 $6.50 $0.00
Brown Gift Bags   60 $1.00 $60.00
Orbi Wifi Extender   1 $50.00 $50.00
Dog Treat Molds   2 $10.00 $20.00
Pallet Jack 5500lb   1 $300.00 $300.00

 

 34 
   

 

3M N95 Cool Flow Respirator Box   1 $40.00 $40.00
Ikea Nymo Lamp Shades   2 $25.00 $50.00
ULINE Black Shredded Paper 106qt bin   1 $100.00 $100.00
Wall Clock   1 $25.00 $25.00
Aprons   2 $25.00 $50.00
Metal Mallet   1 $20.00 $20.00
Oven Mitts   1 $10.00 $10.00
Capsule Set   1 $10.00 $10.00
Size 1 Vegetable Capsules   6000 $0.35 $2,100.00
1 Inch Binders   8 $1.50 $12.00
HP Printer   1 $250.00 $250.00
Black Belt Table Cover   1 $250.00 $250.00
Aluminum Tissue .0005x6x6 1000 Series   970 $1.00 $970.00
Pre-Labeled 1gallon plastic jars for BB proteins discontinued 0 $3.78 $0.00
         
     

Total Storage

420

$779,938.09

 

 35 
   

 

 

EXHIBIT B

 

INTELLECTUAL PROPERTY ASSIGNMENT

 

This Intellectual Property Assignment (the “Assignment”) is made effective as of February 18, 2020 (“Effective Date”) by Ayako Holdings, Inc., a Nevada corporation, Happy Rat Licensing, LLC, a Nevada limited liability company d/b/a Altitude Products, Magical Beasts, LLC, a Nevada limited liability company d/b/a Social Media Unicorn (the “Assignor”) for the benefit of Jupiter Wellness Marketing, Inc. a Florida corporation (“Assignee”).

In accordance with the provisions of that certain Sales Distributorship Agreement dated of even date herewith between Ayako Holdings, Inc. and Jupiter Wellness Marketing, Inc., Assignor the covenants and terms set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor hereby sells, assigns, transfers, conveys and delivers to Assignee all rights, titles, interests and claims owned or held by the Assignor and used or useful pursuant to, related to or arising from mark “Bella, Jack, Felix & Ambrosia, fitCBD, Black Belt CBD, dailyCBD” and variants thereto, including, without limitation, the mark “Bella, Jack, Felix & Ambrosia, fitCBD, Black Belt CBD, dailyCBD (Stylized) as identified in the mark application set forth before the United States Patent and Trademark Office, Serial numbers Jack 88421454, Black Belt CBD 88421305, Daily 88420646, Hemp Caring 88260917, FitCBD 88421149 and (together, the “Marks”) wherever located, whether tangible and intangible, real, personal or mixed, including, without limitation, to Assignee as a successor to the business of Assignor, or portion thereof, to which the Marks pertain, to the extent ongoing and existing, all goodwill associated with such Marks, the right to applications, registrations, renewals, reissues, and extensions of such Marks, and the right to sue and recover from any third party for any past and/or continuing infringements or contract breaches, said rights, titles, licenses and interests to be held and enjoyed by Assignee, for Assignee’s own use and benefit and for the use and benefit of Assignee’s successors, assigns or other legal representatives, as fully and entirely as the same would have been held and enjoyed by the Assignor if this sale, conveyance, transfer and assignment had not been made.

IN WITNESS WHEREOF, the Assignor hereby executes this Assignment as of the Effective Date ASSIGNOR:

 

 

By: ________________________________

Krista Whitley, Director, Ayako Holdings, Inc., Manager, Happy Rat Licensing, LLC and Manager, Magical Beasts, LLC

 36