QUMPUS Inc. dba Better World Books 7/11/2022

DocuSign Envelope ID:740736B3-DE1A-4F5F-9CB6-BCO2D2D381E5 matters pertaining to the performance of BWB's obligations under this Agreement. 2.2 BWB shall arrange and pay for all shipment of Surplus Books from a central freight location designated by Seller to a warehouse storage facility operated by BWB, or BWB shall pick up Surplus Books from a designated location. 2.3 Nothing in this Agreement shall limit BWB's ability to sell, to discard in an environmentally sensitive manner, to recycle, or to donate any Surplus Books supplied by Seller. 2.4 BWB shall be responsible for all aspects of the pricing, advertising, bookselling, inventorying, storage, and customer service relating to the Surplus Books purchased from Seller. 2.5 BWB shall disburse proceeds of Surplus Book sales in accordance with Article III herein. 2.6 Seller's representative shall have access to account and sale information on BWB's client portal. ARTICLE III Distribution of Sales Proceeds 3.1 BWB shall determine all prices for Surplus Books in its sole discretion. 3.2 BWB shall disburse proceeds from Surplus Books supplied by Seller as follows: (a) BWB shall pay Twenty percent(20%)of Net Proceeds directly to Seller via the Seller's selected Payment Method. (b) BWB shall pay Zero percent (0%)of Net Proceeds to the selected Literacy or Education Partner. (c) BWB shall pay for any Surplus Books that are processed and sold with a Net Proceeds amount equal to or greater than one thousand dollars ($1,000.00) by the ARC, during the Initial Term and any Renewal Term, an amount total of fifty percent (50%) of Net Proceeds to the Seller and its selected Literacy or Education Partner. For avoidance of doubt,"a Net Proceeds amount equal to or greater than one thousand dollars ($1,000.00) by the ARC" is a threshold amount that must be satisfied before the fifty percent(50%) of Net Proceeds to the Seller calculation is applicable. This amount shall be calculated as follows: (50%of the Net Proceeds) - (the total % of Net Proceeds as calculated in Sections 3.2(a) and 3.2(b)) = additional % of Net Proceeds to be paid to the Seller. Section 3.2 (c)does not apply if the payment rate to the Seller in Section 3.2 (a) is set to zero percent(0%). 3.3 BWB shall provide payment via the selected Payment Method to Seller and to the selected Literacy or Education Partner of the amount determined in Paragraph 3.2 above on a reasonable basis. No payment shall be issued to Seller or to the selected Literacy or Education Partner if the amount due to Seller or to the selected Literacy or Education Partner is less than one hundred dollars ($100.00) at the end of a quarter, and Seller must accrue at least fifty dollars ($50.00) each quarter in order to be eligible for any payment to Seller or to the selected Literacy or Education Partner. Payment via check must be cashed within ninety (90) days from the date of issue; otherwise, the payment shall be forfeited to the Purchaser and a replacement check shall not be issued. 3.4 No payment will be made to Seller or to the selected Literacy or Education Partner if the Seller does not meet the Minimum Quantity Requirements and Shipping Specifications, as defined herein. Moreover, no payment will be made to Seller or to the selected Literacy or Education Partner if the Seller fails to provide books to BWB in Saleable Condition, also as defined herein. BWB reserves the right to deduct from any amount due to Seller or to the selected Literacy or Education Partner the actual shipping costs incurred by BWB in the event that Seller fails to make a good faith effort to either meet its Minimum Quantity Requirements and Shipping Specifications or to provide to BWB books in Saleable Condition. In such cases, BWB will notify the Seller's representative. 3.5 BWB will not make any further payments to Seller or to the selected Literacy or Education Partner, net proceeds will cease to accrue, and no additional amounts will be due to Seller or to the selected Literacy or Education Partner in the future if Seller ceases to ship books in Saleable Condition to BWB for a period of twelve (12) months, calculated from the last date of receipt by BWB of a shipment of Seller's Surplus Books. BWB Sales Agreement—US—LDR 2.8.19 -3-