Vendor Participation Agreement.

Program Structure

Purchasing Power Plus operates two retailer programs: Core PPP and the PPP Exchange.

The PPP Exchange is an invitation only pilot. Retailer participation is tied to confirmed purchasing activity. Retailers place orders directly with Vendor under standard wholesale terms.

Retailer eligibility is determined solely by the exact ship to address provided by PPP. System affiliation does not qualify a location.

Retailers remain in their assigned program, Core PPP or PPP Exchange, for a minimum of twelve months to prevent discount inconsistency.

PPP reserves the right to update participation standards and reporting procedures upon reasonable notice, provided that the overall vendor financial participation structure remains consistent with the standard PPP 10% model.

Discount Structure

Core PPP retail member stores

Vendor agrees to apply a 10% PPP discount at the time of shipment.

Approved PPP Exchange retailer locations

Vendor agrees to apply the standard 10% PPP savings as follows:

• 5% discount applied to the retailer invoice at the time of shipment
• 5% remitted to PPP quarterly based on confirmed Exchange purchases

The total vendor participation equals the standard 10% PPP structure.

Vendor agrees to rely solely on the official PPP store status list to determine discount eligibility.

Vendor Participation Obligations

Vendor agrees to:

• Apply the correct PPP discount based on store status as communicated by PPP
• Provide Net 30 payment terms or better
• Maintain published opening order minimums and reorder minimums
• Submit quarterly Exchange purchase totals according to the published reporting schedule
• Remit the quarterly Exchange amount due by the stated deadlines
• Cooperate with PPP to resolve reporting discrepancies in good faith

PPP Responsibilities

PPP agrees to:

• Provide Vendor with an approved Exchange store list including exact ship to addresses
• Coordinate quarterly reporting with retailers and vendors
• Review submitted totals and reconcile confirmed Exchange purchases
• Issue a quarterly reconciliation summary and invoice for the Exchange remittance amount due

Quarterly Reporting and Payment Schedule

Both Vendor and participating retailers submit quarterly Exchange purchase totals.

PPP reconciles confirmed totals and issues a reconciliation summary to Vendor. Vendor must review and raise any discrepancies within thirty days of issuance. After thirty days, the reconciliation summary serves as the final record for that quarter.

Failure to remit payment by the stated due date may result in suspension from participation in the PPP Exchange until payment is received and confirmed.

PPP may withhold updated Exchange store lists or onboarding of additional Exchange retailers during any period of non compliance.

Year One Growth Phase

The first year of the Exchange is structured as a controlled growth phase. PPP will monitor purchasing behavior, engagement levels, and operational alignment across participating stores.

During this phase, PPP may formalize minimum purchasing thresholds, defined engagement requirements, and stricter qualification criteria for continued retailer participation.

These evolving standards apply to retailer eligibility and performance expectations. The vendor financial participation structure remains consistent with the standard PPP 10% model.

Membership Terms

Vendor acknowledges and agrees that:

• Payment of the annual Vendor Membership Fee includes eligibility to participate in the PPP Exchange pilot
• Participation in the PPP Exchange is governed by the existing PPP Vendor Agreement and annual renewal structure
• PPP discounts may only be applied to eligible PPP retail member store locations as defined by PPP
• Fees are non refundable
• This agreement is non exclusive