South Africa 2016

This agreement (the “Agreement”) is made by and between the Hass Avocado Board (“HAB”), with its principal place of business in Mission Viejo, California, and the Company entered in this form (the “Licensee”), a limited liability company or corporation, as the case may be, validly existing under the laws of the State entered in this form, and with a principal place of business at the address provided in this form. HAB and Licensee are collectively referred to herein as the “Parties,” and individually as a “Party.”

For good and valuable consideration, the Parties agree as follows:

1. HAB and the Mark and Taglines. HAB is an instrumentality of the United States Department of Agriculture authorized by the Hass Avocado Promotion, Research, and Information Act and is implementing regulations to promote the consumption of fresh Hass Avocados. HAB has developed and is the owner of the Love One Today/Saborea Uno Hoy Mark (the “Mark and Taglines”) for use in connection with the promotion and marketing of fresh Hass Avocados. Included in the file instantly made available for download via email upon agreeing to these terms is the Mark Style Guide.

2. Licensee. The Licensee is a handler or marketer of fresh Hass Avocados.

3. Term. This Agreement will expire on December 31, 2021. Unless HAB or the Licensee provides written notice at least 30 days in advance of the expiration of the Agreement of such Party’s intent not to renew the Agreement, the Agreement will automatically renew for the following year. Each year thereafter, the Agreement will renew for a period of one year unless it is terminated pursuant to this Agreement or HAB or the Licensee provides intent not to renew, as provided for in this paragraph.

4. Grant of Nonexclusive License. HAB hereby grants Licensee the nonexclusive, non-transferable right to use the Mark and Taglines in connection with the promotion and marketing of fresh Hass Avocados and in all advertising and promotion of fresh Hass Avocados, both in the United States and outside, provided that the Licensee offers the goods and services in accordance with the quality standards and specifications of the HAB Guidelines, which are incorporated by reference into this Agreement and which HAB may update from time to time in its reasonable discretion, or with the express prior written consent of HAB. HAB will not charge a fee for the use of its Mark and Taglines.

5. Right to Inspect. Licensee agrees to submit in advance of its use all advertising copy, labels, stickers, or other promotional material going to HAB to approve and to submit to HAB periodically and to permit HAB or its representatives the right to inspect the goods and services offered pursuant to this Agreement. When requested, Licensee agrees to send samples of advertising and promotional materials bearing or sold with the Mark and any other documents which may permit HAB to determine whether the goods and services and trademark uses meet the standards, specifications, and directions approved by HAB.

6. Ownership. The Licensee agrees that ownership of the Mark and the Taglines as well as the goodwill relating thereto shall remain owned by HAB during the period of this Agreement and thereafter, and Licensee further agrees never to challenge, contest, or question the validity of HAB’s ownership of the Mark or Taglines. The Licensee will inform HAB of the use of any marks similar to the Mark and any potential infringements which come to its attention.

7. Reporting. The Licensee agrees to provide to HAB information on the usage of the Mark and the Taglines, including the size and location of any advertising campaign or other marketing effort, to assist HAB in determining the dissemination of the Mark. In turn, HAB will report on the use, by HAB and all licensees, of the Mark and Taglines.

8. Application, Sublicensing and Assignment. The Licensee agrees to use the Mark and Taglines only in connection with the marketing of fresh Hass Avocados and Licensee may not sublicense any of the rights granted in this Agreement, including to any affiliated brands, without the prior written consent of HAB. The Licensee may not assign the Agreement without the prior written consent of HAB.

9. Indemnification. The Licensee agrees to assume all responsibility for and agrees to indemnify HAB against any and all damages, losses, claims, suits or other expenses arising out of the Licensee’s use of the Mark or Taglines, including HAB’s reasonable attorneys’ fees incurred in the defense of any action against HAB.

10. Litigation. In the event the Licensee is named as a defendant in any action based on its use of the Mark or Taglines, the Licensee agrees to immediately notify HAB, and HAB shall have the right to intervene in any such action and to control and direct the defense of such action, including the right to select defense counsel, provided that in the event HAB chooses to exercise control it agrees to reimburse Licensee for the cost of its defense and to indemnify it against all damages arising therefrom, provided that Licensee has complied with all of its obligations under this Agreement.

11. General Provisions. This Agreement contains the entire agreement between the Parties relating to the subject matter hereof and all prior proposals, discussions, or writings (other than those specifically referenced by and incorporated into this document) are superseded.