Master Sales Agreement

Independence LED Lighting, LLC (“INDEPENDENCE” the “Manufacturer” or “Company”) is pleased to invite the undersigned to become a Member of the Company’s Sales Network of Representatives (“Lead Provider”, “Sales Agent”, “ Manufacturer’s Representative” or “Authorized Reseller”) to provide LED lighting products (the “Products”) for retrofits and/or new construction projects.

On a case-by-case basis, Members may engage at any of the levels outlined below:

· Lead Provider – Introducing Sales and/or Sales Members

· Manufacturer’s Representative – Assisting in Sales

· Sales Agent – Full Service Sales

· Authorized Reseller - Outright Wholesale Purchase

Lead Provider

Commission: 2.5% of product sold per definition herein of “Commissions”

Services: The Company pays commissions to the Representatives on introductions to “Qualified Leads,” that become customers or new Sales Members. Introductions may take the form of e-mails, calls, or meetings.

Payment Terms on Purchases: Net 30 from receipt of full P.O. payment to the Company. Exceptions may be made in a case by case, upon mutual agreement

Payment Terms on Company Leases, Financing, or Rentals: Net 30 from receipt of first monthly payment to the Company or any one of its financing partners on 50% of the Commissions earned, with the balance paid quarterly over the life of the payment program

Added Commissions: If and when the Customer makes additional purchases or rentals, the Company will pay commissions to the Representative on that account up to 1 year from the first purchase or rental. If the Representative makes introduction to the Company for Sales Members, that sign on as Lead Providers, Manufacturer’s Representatives, Sales Agents, or Authorized Resellers, the Company will pay commissions as an override for up to 1 year from the first purchase or rental by the Sales Member, that was introduced to the Company by the Representative.

Manufacturer’s Representative

Commission: 7% of product sold per definition herein of “Commissions”

Services: The Company pays commissions to the Representatives on introductions to “Qualified Leads,” that become customers. This commission level also includes assisting in presentation meetings, lighting audits, and preliminary proposals.

Payment Terms on Purchases: Net 30 from receipt of full P.O. payment to the Company. Exceptions may be made in a case by case, upon mutual agreement

Payment Terms on Company Leases, Financing or Rentals: Net 30 from receipt of first monthly payment to the Company or any one of its financing partners on 50% of the Commissions earned, with the balance paid quarterly over the life of the payment program.

Added Commissions: Over the period in which the Sales Member is actively servicing any given account, the Sales Member is eligible for commissions either at this level or at other levels commensurate with the services provided. The Sales Member may choose to shift the level of services on any given account, and inform the Company by mail or email. As an example, for accounts that have locations across multiple US States or different Countries, the Sales Member may prefer to provide leads vs. service the account as a Manufacturer’s Representative, Sales Agent, or Reseller.

Sales Agent

Commission: 10% of product sold per definition herein of “Commissions”

Bonus Commission: If the Sales Agent sells an account for over MSRP, the Company will provide a bonus commission of a 50% split on the overage.

Services: The Company pays commissions to the Representatives on introductions to “Qualified Leads,” that become customers. This commission level includes full service sales, including presentation meetings, lighting audits, final proposals, and signed P.O.s.

Payment Terms on Purchases: Net 30 from receipt of full P.O. payment to the Company. Exceptions may be made in a case by case, upon mutual agreement

Payment Terms on Company Leases, Financing or Rentals: Net 30 from receipt of first monthly payment to the Company or any one of its financing partners on 50% of the Commissions earned, with the balance paid quarterly over the life of the payment program.

Added Commissions: Over the period in which the Sales Member is actively servicing any given account, the Sales Member is eligible for commissions either at this level or at other levels commensurate with the services provided. The Sales Member may choose to shift the level of services on any given account, and inform the Company by mail or email. As an example, for accounts that have locations across multiple US States or different Countries, the Sales Member may prefer to provide leads vs. service the account as a Manufacturer’s Representative, Sales Agent, or Reseller.

Authorized Reseller

Wholesale Product Cost: Set by Company and posted in the online Member Area. (Note: the Avg. Margin on MSRP: 20% (25% Mark-Up)

Process: Reseller purchases at Manufacturer’s wholesale cost and sells at their discretion.

Credit Terms: Available upon request, typically after first (3) P.O.s

Installation: If and when Reseller provides or coordinates installation of the Products, then the Reseller agrees to provide the highest quality of installation services consistent with the product installation instructions that accompany the product in addition to any relevant industry standards.

Payment Terms: For all Product purchased by Reseller, Reseller shall submit a detailed Purchase Order (PO) with Manufacturer’s exact item number and a payment equal to 50% of the total PO amount. Reseller will submit the final 50% purchase price plus any additional charges, such as shipping, within 30 days of the delivery of the products to the Sales Member. Drop shipping is available upon request, and credit terms are subject to credit review. A Late Fee of 1.5% per month will be accessed on all late payments. On a case by case basis, a Restocking Fee of up to 25% will be charged on all approved returns.

Pricing and Customer Eligibility: The Reseller may set the pricing to its clients and customers at whatever level the Reseller deems appropriate for the specific account in that market at that time, with two restrictions:

A) If the Reseller desires to create ‘e-commerce’ and list pricing for one or more of the INDEPENDENCE products for online sales, Reseller agrees to secure approval from INDEPENDENCE in advance of any online postings.

B) If the Reseller desires to publish case studies or press releases that reference or list the INDEPENDENCE product cost or payback, Reseller agrees to secure approval from INDEPENDENCE in advance of any postings or publishing.

C) If the Reseller’s customer requests Payment Terms via third party financing managed by the Company, then the Company pays the margin to the Reseller after receipt of payment by the lender. For Company Leases, Financing or Rentals, the Reseller is serving as a Sales Agent with commission payments paid Net 30 from receipt of first monthly payment to the Company on 50% of the Commissions earned, with the balance paid quarterly over the life of the payment program

Terms and Conditions for all Sales Members:

Definitions:

“Rentals” - Rentals may include any form of compensation, where the end user does not take initial ownership of the products, but may have the option to renew a service agreement or make a fair market purchase at the end of the term. The Company’s Lighting Service Contract is an example of a rental program.

“Qualified Leads from Sales Member to the Company” - Qualified leads may be End Users or Sales Members that either purchase product, lease product, or engage in the rental program. Qualified leads may also include subsidiaries, branches, or franchises where the initial lead has direct influence along the purchasing, leasing, or rental path for products such as lighting. To earn commissions, Representative must submit the name of the prospective Lead to the Company for review. The Company will review the info for any conflicts and the pre-qualification data and respond accordingly in writing/email as to the status of approval or disapproval within 2 working days. Only approved leads will be eligible for commissions, and if no samples are ordered, inventory is purchased, or Purchase Orders, of any size, are made by the Lead within 6 months after approval date by the Company (120 Days) then the lead will be released, and the Company will have no obligation to pay a commission to the Representative on that specific prospect. At any time, the Representative may request approval by the Company to reinstate the Lead for Commission status. The extent of follow-up and support after the initial appointment are at the discretion of the Representative to assist in the securing the new relationships with the Company.

“Commissions on Qualified Leads from the Sales Member to the Company” - To streamline accounting, Commissions are paid by the Company at the end of the month that follows full payment for the LED Products for a given Purchase Order. If the Company received full payment within the last week of the month, then the commissions will be paid at the end of the following month to account for processing time. The Company will make exceptions upon request to account for the Net 30 Day payment structure. For clarification, deposits are typically required on each sale, so the account is commissionable upon the receipt of the second and final payment. Commissions are paid on ALL of the LED Tubes and Multi-Tube fixture products manufactured by the Company and not on any outside labor, fixtures, or sales tax except as follows. The Company will make exceptions in certain cases if third-party products are included in the Purchase Order and the Company is able to secure a margin that it deems reasonable to warrant a commission to the Representative.

“Commissions on Qualified Leads from the Company to the Sales Member” - The Company periodically receives leads for end users via the Company’s website, trade shows, or other sources, and the Company researches opportunities to find contact information on decision makers for prospective buyers. On a case by case basis, if the Company provides leads to the Sales Member and the Sales Member accepts those leads, then the Sales Member will dedicate its best efforts to reach out and coordinate a sale. On Company provided leads, Sales Member will use their best efforts to introduce the Company’s products, but if purchase agreements include Non-Company product, then the Sales Member, will provide the Company with a 2.5% commission on the gross sale price of the Non-Company products sold through the lead for a period of one year from the date of the first purchase order. Sales Members will make the commission payments net 30 days from receipt of final payment by the customer.

1. Training Support:

Manufacturer shall provide to Sales Members periodic updates on Product changes, Product additions, new service offerings, technical offerings, and Product specifications. INDEPENDENCE offers specialized product and sales training that the Sales Members may elect to participate in on a case-by-case basis.

2. Sales Kit and Product Sample “DEMOs:

In order to participate at any level other than Lead Provider, the Company recommends Sales Members to purchase, at a minimum, either The Eagle 1 or The Eagle 4 sales kit. The description of the sales kit and order information is available in the “Products” section of www.IndependenceLED.com

Product Samples “DEMOs”: End users often need to see LEDs in their own environment before making a major purchase. The Sample DEMO Process file on the Company’s Member Area includes the protocol. Please note that the Company offers a refund policy without penalty and 100% Satisfaction Guarantee on DEMO products that are returned within 60 days. Please also note that Wholesale pricing is extended to Sales Members on any DEMO fixture. Wholesale pricing is also extended for any DEMO tube mixture of 12 or more, given that a case holds 12 tubes. DEMO Tube orders under 12 are billed at MSRP.

3. Price Confidentiality:

Sales Members will hold in confidence the Pricing Schedule and either limit the internal access to the document or make reasonable effort to ensure that everyone within the Sales Member’s organization abides by the confidentiality. Given the rapidly changing LED landscape, a breach of this confidentiality is grounds for immediate termination of this Agreement.

4. Geographic or Category Exclusivity and Staked Leads:

This Agreement does not grant Sales Member exclusivity in any geography or category for Products, and it does not limit Sales Member from pursuing prospective clients across any geography or category. Based on sales performance, the Company will consider territory exclusivity on a case-by-case basis. If and when the Company grants exclusivity in a region or property category, to one or more Sales Members, and another Sales Member identifies one or more sales opportunities in that exclusive region or category, the Company will introduce the two Sales Members and encourage profit sharing through split commissions and/or split margins accordingly.

Sales Member may submit “Staked Leads” to the Company, not to be unreasonably withheld, for approval by the company. The Company will make its best efforts to protect the interests and invested time of the Sales Member. If no samples are ordered, inventory is purchased, or Purchase Orders, of any size, are made by the Lead within 6 months (120 Days) then the lead will be released from protected status. At any time, the Representative may request approval by the Company to reinstate the Staked Lead for Commission status. To initiate the approved leads, the Representative provides the appointment setting service that includes a conference call or in person meeting with a representative of the Company. The extent of follow-up and support after the initial appointment are at the discretion of the Representative to assist in the securing the new relationships with the Company.