Third Amendment to the Sugarfina USA, LLC Services Agreement

Exhibit 6.15

Third Amendment to the Sugarfina USA, LLC Services Agreement

This agreement constitutes the third amendment (hereinafter the “Instant Agreement”) to the Services Agreement dated 23^rd of July 2018 (hereinafter referred to as the “Original Service Agreement”) by and between Sugarfina USA, LLC (“SGR”), a Delaware limited liability company with offices located at5275 X Xxxxxx Xx, Xxx X0-000 Xxx Xxxxx, XX-XX 00000 , and the following:

1. LOGINAM, LLC, d/b/a JD Group, a California limited liability company with offices located at 0000 Xxxxxxxxx Xxxxx Xxx, Xxx Xxxxx, Xxxxxxxxxx 00000.

2. Total Logistics S. de R.L. C.V., a Mexican company with offices located at Chilpancingo 91-4, CD Industrial Otay, Tijuana, Baja California, Mexico CP 22444.

3. Logistica Integral de America, S. de R.L. C.V., a Mexican company with offices located at Xxxxx Xxxxxx xx Xxx Xxxxxxx 0000, Xxxx Xxx, Xxxxxxx, X.X. 00000;

4. Loginam, S. de X.X. de C.V., a Mexican company with offices located at Xxxxx Xxxxxx xx Xxx Xxxxxxx 0000, Xxxx Xxx, Xxxxxxx, X.X. 00000;

5. Digixcan Paperless Solutions, S. de X.X. de C.V., a Mexican company with offices located at Xxxxx Xxxxxx xx Xxx Xxxxxxx 0000, Xxxx Xxx, Xxxxxxx, X.X. 00000.

6. Agencia Aduanal Xxxxx Xxxx, S.C.;

7. Brokerage and Logistic Solutions, Inc.; and

8. JD Group US Customs Broker

(collectively hereinafter referred to as “JDG”) (SGR and JDG collectively hereinafter referred to herein as the “Parties”). Capitalized terms used herein shall have the meaning assigned to them herein, or as per the Original Service Agreement, and or the First Amendment to the Original Service Agreement dated 1^st of August 2021, and or the Second Amendment to the Original Service Agreement dated 11^th of July 2022 both incorporated herein by reference.

RECITALS

WEHEREAS, the Original Service Agreement defines the contractual relationship between the Parties, specifically as it pertains to JDG’s provision of Services to SGR via the Scope of Work (Attachment 1) to the Original Service Agreement (hereinafter referred to as the “Scope of Work”).

XXXXXXXX, pursuant to Section 20.8 of the Original Service Agreement, the Parties agree in writing through the Instant Agreement to amend the Original Service Agreement to provide as set forth herein.

WHEREAS, the Parties acknowledge that the Instant Agreement may impact, supersede, and or extend to applicable terms within the Scope of Work, the First Amendment and or the Second Amendment to the Original Service Agreement, and the Fee Schedule Agreement between the Parties.

ACCORDIGNLY, for valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree, represent, warrant, and covenant to amend Original Service Agreement, as follows:

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Third Amendment to the Sugarfina USA, LLC Services Agreement

Article I. AMENDMENTS TO ORIGINAL SERVICE AGREEMENT

1. Term

a. Section 3.1 Term. The Term of the [new] contract period shall commence on 1^st of May of 2024 and continue until 31^st of May 2027, with an option to, thereafter, extend the Term for an additional 12-month period(s) upon mutual agreement in writing by the Parties.

b. As such, Section 3.1 of the Original Service Agreement, and Section 2 of the First Amendment as relating to automatic renewal of the Term, and or SGR’s right to extend the Term shall be deemed deleted, null, and void.

Article II. RATIFICATION

1. Effective Date. The provisions of the Instant Agreement are effective immediately after the Parties execute it.

2. Confirmation. The Parties confirm all provisions of the Original Service Agreement, and any prior amendments, that are not modified by the Instant Agreement.

3. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together will constitute one and the same agreement.

The Parties hereby acknowledge that they have read the Instant Agreement, and that it correctly states the changes they desire to make to Original Service Agreement.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this INSTANT AGREEMENT as of the Effective Date(s) set forth below.

By:  Sugarfina USA, LLC		By:  Loginam, LLC
Name:  Xxxxx XxXxxxx		Name:  Xxxxxxx Xxxxxxx
Position:		Position: Member
Date:		Date:

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Third Amendment to the Sugarfina USA, LLC Services Agreement

By:  Total Logistics S. de R.L. C.V.		By:  Logistica Integral de America, S. de R.L. C.V.
Name:  Xxxxxxx Xxxxxxx		Name:  Xxxx Xxxxxx Xxxxxxxxx
Position:		Position:
Date:		Date:

By:  Loginam, S. de X.X. de C.V.		By:  Digixcan Paperless Solutions, S. de X.X. de C.V.
Name:  Xxxx Xxxxxx Xxxxxxxxx		Name:  Xxxx Xxxxxx Xxxxxxxxx
Position:		Position:
Date:		Date:

By:  Agencia Aduanal Xxxxx Xxxx, S.C.		By:  Brokerage and Logistic Solutions,  Inc.
Name:  Xxxxx Xxxx, Xx.		Name:  Xxxxx Xxxx, Xx.
Position:		Position:
Date:		Date:

By:  JD Group US Customs Broker

Name:  Xxxxx Xxxx, Xx.

Position:

Date:

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Third Amendment to the Sugarfina USA, LLC Services Agreement