DISTRIBUTION AND LICENSING AGREEMENT

This Distribution and Licensing Agreement and its related Exhibits (collectively, this “Agreement”) is by and between [LICENSOR NAME], a Delaware corporation (“Licensor”) and [DISTRIBUTOR NAME], a Massachusetts corporation (“Distributor”) (each, a “Party” and collectively, the “Parties”) is made effective as of October ___, 2025 (the "Effective Date").

RECITALS

WHEREAS, Licensor manufactures and sells premium Biochar for Agriculture, Landscaping & Tree Services, Engineered Turf, Advanced Materials and Filtration & Remediation applications (the “Licensor Products”); and

WHEREAS, Distributor manufactures, blends and sells bagged and bulk Compost products (the “Distributor Products”) to nurseries and garden centers (the “N&GC Customers”) and landscape contractors (the “Contractors”) (N&GC Customers and Contractors collectively, the “Customers”) under the [DISTRIBUTOR BRAND] brand; and

WHEREAS, Distributor desires to produce and sell bagged and bulk Distributor Products that incorporate Licensor Products (the “Distributor/Licensor Products”) to Customers serving the Agriculture and Landscaping & Tree Services markets (the “Markets”); and

WHEREAS, Distributor desires exclusive rights to sell co-branded Distributor/Licensor Products to N&GC Customers within an agreed upon territory; and

WHEREAS, Licensor has and will continue to develop commercial relationships with accounts whose trade area includes but is larger than Distributor’s service area (the “Special Accounts”), and Licensor desires for, and Distributor desires to service such Special Accounts.

NOW, THEREFORE, in consideration of the above Recitals which are incorporated herein and made a part of this Agreement and for the mutual covenants and promises herein contained, the parties agree as follows:

AGREEMENT

Definitions.

“Biochar” means a carbon-rich solid material produced from biomass via thermochemical conversion (typically pyrolysis or hydrothermal carbonization), which may be followed by chemical, physical, or biological modification to tailor its surface area, porosity, mineral composition, or functional groups for targeted use cases.

“Co-branded” means producing and marketing a product displaying both Parties’ branding elements, such as names, logos, or design features.

“Compost” means the product manufactured through the controlled aerobic, biological decomposition of biodegradable materials. The product has undergone mesophilic and thermophilic temperatures, which significantly reduces the viability of pathogens and weed seeds, and stabilizes the carbon, such that it is beneficial to plant growth. Compost is typically used as a soil amendment but may also contribute plant nutrients.