AGENCY AGREEMENT

CARBOTURA | Circular Advantage Program

This AGENCY AGREEMENT (this “Agreement”), dated as of ___________________ (the “Effective Date”), is by and between Carbotura, Inc., a Delaware corporation (the “Company”), and [AGENCY LEGAL NAME], a [STATE/COUNTRY + ENTITY TYPE] (the “Agency”). The Company and the Agency are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

Recitals

WHEREAS, the Company offers contractual documentation packages and commercial frameworks under its Circular Advantage program, including the Circular Supply Agreement (CSA) and associated supplier-facing documentation suite (collectively, the “CSA Package”, as defined in Article 17);

WHEREAS, the Company desires to engage the Agency, as an independent contractor, to market, solicit, and assist in closing executed CSA Packages with prospective Government Entity counterparties, and the Agency desires to perform such services on the terms set forth in this Agreement;

NOW, THEREFORE, for and in consideration of the premises, mutual covenants, and conditions contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article 1Engagement of the Agency

1.1The Company hereby engages the Agency, on a non-exclusive basis, to market and solicit the execution of CSA Packages with prospective Government Entity counterparties, subject to the Company’s prior written acceptance of any specific opportunity in accordance with this Agreement. The Agency hereby accepts such engagement.

1.2The engagement of the Agency shall be as an independent contractor and not as an employee, agent (except as expressly provided in this Agreement for the limited purpose of marketing and solicitation), subsidiary, joint venturer, or corporate affiliate of the Company. Nothing in this Agreement shall be construed to create any agency, partnership, joint venture, or fiduciary relationship between the Parties beyond the limited engagement expressly described herein.

1.3The term of this engagement (the “Term”) shall be two (2) years from the Effective Date and shall automatically renew for successive one-year periods unless either Party gives written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term, or unless this Agreement is earlier terminated in accordance with Article 11.

1.4The Agency is authorized to use the trademarks, trade names, service marks, and copyrighted materials of the Company and its Affiliates (collectively, the “Company Marks”) solely in connection with the performance of its obligations under this Agreement and only in accordance with the policies and procedures established by the Company from time to time. Nothing in this Agreement effects or shall be deemed to effect any assignment, license, or other grant of rights in or to the Company Marks or any other intellectual property of the Company beyond such limited use during the Term. The Agency shall maintain the highest standards of quality and professionalism in marketing and soliciting executed CSA Packages, shall comply with all applicable laws, regulations, and codes of conduct, and shall respect and uphold the brand integrity of the Company, the Circular Advantage program, and the CSA Package. The Agency shall not blend, mix, or associate the CSA Package with any other products or services not authorized in writing by the Company.

1.5The Agency shall ensure that any marketing or promotional materials it uses or distributes accurately represent the features, benefits, and value proposition of the Company’s Circular Advantage program and the CSA Package, and shall not contain any false, misleading, or disparaging statements about the Company, its competitors, or any other third party.

Article 2Authoritative Voice; Classification Compliance; Information Ceiling

2.1Approved Terminology. In performing services under this Agreement, the Agency shall (i) use only Company-approved terminology and descriptions for Carbotura, Advanced Circular Manufacturing (ACM), the Circular Advantage program, the CSA Package, and the Company’s products and services, as set forth in Schedule A; (ii) avoid waste-domain terminology in the Agency’s own voice and marketing materials, except to acknowledge a counterparty’s existing legacy classifications in context (e.g., “material currently classified as waste”) and only as expressly permitted by the Company; and (iii) describe Company outcomes using conservative claims language (e.g., “designed for,” “engineered to,” “near-zero”) and never as absolute guarantees, unless the Company has provided written authorization for specific phrasing.

2.2Information Ceiling. The Agency acknowledges that its information ceiling for community discussion is the Executive Summary one-pager included in the Approved Sales Materials. The Agency shall not distribute the Term Sheet (MOU), the Circular Supply Agreement, the Topology Exhibits T-1, T-2, or T-3, or any internal Company materials to any prospective counterparty or third party. Delivery of those documents is reserved exclusively to the Company’s designated Relationship Manager or Company legal team.

2.3Trade-Secret Boundary. The Agency shall not discuss, characterize, or make any representation about the Company’s internal financial structure, capitalization, valuation methodologies, ratings, lender or financial-partner relationships, capital sources, affiliate structure, project finance instruments, indenture or trust arrangements, or other internal architectural matters. Any counterparty inquiry regarding such matters shall be referred immediately to the Company’s designated Relationship Manager.

2.4Legal Characterizations Reserved. The Agency shall not express legal opinions or characterize the CSA’s status under any counterparty’s debt-limit law, public-finance law, procurement law, or environmental law. The Agency shall refer any such inquiry from a counterparty’s legal counsel directly to the Company’s designated Relationship Manager, who will coordinate the appropriate Company legal response.

Article 3Forward-Looking Statements; No Unauthorized Projections

3.1The Agency shall not publish, provide, or discuss any Company performance claims, timelines, capacity projections, throughput projections, revenue projections, royalty projections, IRR or return statements, or other forward-looking information except using Company-provided materials that contain the Company’s approved forward-looking statement disclaimer language, and only as expressly authorized in writing by the Company.

3.2Illustrative figures presented in the Executive Summary one-pager and other Approved Sales Materials are illustrative only and shall be presented to counterparties together with their original disclaimers. The Agency shall not extract, reformat, or selectively present such figures in a manner that removes or obscures their illustrative character.

Article 4Non-Compete; Non-Circumvention; Non-Solicitation

4.1Non-Compete. During the Term and for twelve (12) months thereafter, the Agency shall not, directly or indirectly, market, solicit, sell, or promote any product, service, or agreement structure that competes with, substitutes for, or is reasonably likely to conflict with the Company’s Circular Advantage program or the CSA Package, nor assist any third party in doing so, without the Company’s prior written consent.

4.2Non-Circumvention; Non-Solicitation. During the Term and for twelve (12) months thereafter, the Agency shall not (i) circumvent the Company by contracting directly with, or introducing a third party to contract directly with, any client or prospective client identified through the Agency’s activities under this Agreement for any CSA Package or substantially similar commercial framework; (ii) solicit for employment or engagement any employee, contractor, advisor, financial partner, or systems integrator of the Company; or (iii) use the Company’s confidential information, Sales Materials, or relationships for any purpose other than performance of this Agreement.

Article 5Named Representatives; Sub-Agents

5.1Named Representatives. The Agency may appoint and use one or more named representatives (each, a “Named Representative”) to perform services under this Agreement. Named Representatives must be listed in Schedule C, updated from time to time by the Agency upon prior written notice to the Company. The Agency shall be fully responsible and liable for all acts, omissions, representations, and performance of each Named Representative as if such acts, omissions, representations, and performance were those of the Agency.

5.2Sub-Agents. The Agency may engage sub-agents, subcontractors, or other representatives (each, a “Sub-Agent”) solely with the Company’s prior written approval, which may be conditioned on (i) completion of Company-required onboarding and background checks; (ii) execution of Company-approved non-disclosure obligations (including a stand-alone NDA, if requested by the Company); and (iii) the Sub-Agent’s written agreement to comply with and be bound by the applicable provisions of this Agreement. The Agency shall be the sole responsible party for the selection, supervision, direction, management, and control of all Sub-Agents, and shall remain fully responsible and liable for all acts, omissions, representations, and performance of each Sub-Agent as if such acts, omissions, representations, and performance were those of the Agency.

5.3Specialty Agent Designations. Certain Agencies may be eligible, subject to Company approval and additional onboarding, compliance, and separate written terms required by the Company, to serve in one or more specialty roles, including (i) Circular Materials Commodity Agents and (ii) Circular Credits Agents. Specialty designations are administered under separate written terms and do not modify this Agreement except as expressly stated in such separate terms.

Article 6Authority Limitations

6.1The Agency shall not have authority to accept contracts on behalf of the Company or to bind or commit the Company to execute any CSA Package or to assume or perform any other obligation in respect of any client or prospective client. The Agency shall not make any contrary representation.

6.2The Agency shall not make any representation or warranty on behalf of the Company other than as expressly authorized in writing by the Company.

6.3Only the Company, acting through a duly authorized officer, shall make decisions regarding (i) the acceptance of any prospective client; (ii) the credit, financial, or operational qualification of any prospective client; (iii) the pricing, terms, or other conditions of any CSA Package; and (iv) any other matter relating to the structuring or execution of a CSA Package.

Article 7Transparency

7.1The Agency shall be notified of contract size and applicable commission amounts at the time of contract closing and closing payment. The Agency shall have full access to commercial information pertaining to closings and commission payments due from closings of client agreements with respect to clients introduced by the Agency. This obligation applies to all clients introduced by the Agency, including in any multi-agency situation contemplated under Article 14 and Schedule B.

Article 8CSA Package; Confirmation and Acceptance

8.1The Agency shall collaborate with the Company-designated Relationship Manager to prepare CSA Package proposals for prospective clients. Only the prices, schedules, terms, and conditions provided by the Company may be presented, and no deviation shall be permitted without the Company’s prior written approval.

8.2All proposals solicited by the Agency shall be submitted to the Company and are subject to acceptance and confirmation in writing by a duly authorized officer of the Company. No contract is final and no commission is earned until such written acceptance is given.

8.3On request, the Agency shall assist the Company in obtaining credit information and other qualification materials relating to clients or prospective clients.

8.4The Company reserves the right, in its sole discretion, to decline any opportunity, to suspend or discontinue offering any CSA Package, or to modify the CSA Package, in each case without prior notice to the Agency. If the Company declines to accept any opportunity or modifies or discontinues offering any CSA Package, the Company shall not be liable to the Agency for the payment of any commission or fees with respect to such opportunity, except for commissions that have been earned in accordance with Schedule B and the definition of Closing.

Article 9Commissions and Expenses

9.1The Company shall pay a commission to the Agency for executed CSA Packages entered into by the Company with clients obtained primarily through the efforts of the Agency, in accordance with the fee schedule set forth in Schedule B.

9.2Procuring Cause. In the event the Agency is the sole procuring cause of a transaction, the Company and the Agency each represents and warrants to the other that it has had no dealings with any other agent, broker, or finder in connection with the negotiation of the transaction, and that no other agency or person, firm, or entity is entitled to any commission or finder’s fee in connection with such transaction. In the case of a sole procuring cause, the Company and the Agency agree to indemnify, protect, defend, and hold the other harmless from and against any liability for compensation or charges that may be claimed by any unnamed agent, broker, finder, or other similar party by reason of any dealings or actions of the indemnifying Party, including reasonable costs, expenses, and attorneys’ fees.

9.3Expenses. Each Party shall bear its own expenses incurred in connection with this Agreement, except as expressly otherwise agreed by the Parties in a writing signed by an authorized officer of the Company.

Article 10Sales Materials

10.1From time to time, the Company may furnish the Agency with presentations, plans, and other sales and marketing materials necessary or appropriate for the Agency’s solicitation of executed CSA Packages (collectively, the “Sales Materials”). The currently approved Sales Materials are listed in Schedule D.

10.2All Sales Materials, including all derivative works and copies, shall remain the exclusive property of the Company. The Agency shall use the Sales Materials solely for the purpose of soliciting execution of CSA Packages and shall take all action reasonably necessary to ensure that no Sales Materials are lost, stolen, destroyed, or damaged.

10.3Upon written demand by the Company, the Agency shall, at the Agency’s expense, return to the Company all Sales Materials specified in the demand within ten (10) calendar days. Upon termination of this Agreement for any reason, with or without cause, the Agency shall immediately return, at the Agency’s expense, all Sales Materials in its possession or under its control to the Company at its principal office or as otherwise directed by the Company.

10.4If any Sales Material is lost, stolen, destroyed, or damaged, the Agency shall be liable to the Company for the cost of replacement.

Article 11Termination

11.1Termination Without Cause. Either Party may terminate this Agreement without cause upon thirty (30) days’ prior written notice to the other Party. Termination without cause shall not relieve either Party from liability for breach of any provision of this Agreement, nor for payment of commissions or other amounts earned and due.

11.2Termination for Cause. The Company may terminate this Agreement immediately for Cause upon written notice to the Agency. “Cause” means any of the following, as determined in good faith by the Company: (i) any principal or representative of the Agency is convicted of, or pleads guilty or nolo contendere to, a felony or other crime involving moral turpitude, dishonesty, or sexual misconduct (other than motor-vehicle related matters for which a noncustodial sentence is received); (ii) any principal or representative of the Agency is convicted of theft, embezzlement, fraud, misappropriation, or misconduct involving, or intentional infliction of material damage to, the Company’s or any Affiliate’s assets, property, or business opportunities; (iii) intentional failure to substantially perform (other than by reason of disability), or gross negligence in the performance of, the Agency’s duties to the Company or any Affiliate, or the Agency’s refusal or intentional failure to follow or carry out any lawful direction of, or any written policy of, the Company; or (iv) the Agency’s intentional, material breach of any agreement between the Agency and the Company or any Affiliate. Prior to any termination for Cause, the Company shall provide written notice of intent to terminate, and the Company, in its sole discretion, shall determine the basis for the termination.

11.3Termination for Dormancy. If the Agency does not engage in documented marketing or solicitation activities for six (6) consecutive months, the Company may terminate this Agreement upon thirty (30) days’ prior written notice. Documented activities include, without limitation, communications with prospective clients and the Company’s designated Relationship Manager, by telephone, email, or virtual meeting, regarding the status and progression of registered prospects, in each case logged into the Company-designated CRM. The Agency may avoid termination for dormancy by maintaining monthly reporting and updates in the CRM.

11.4Survival of Earned Commissions. Termination of this Agreement, however effected, shall not affect (i) the ongoing payment of commissions earned by the Agency in respect of clients introduced prior to termination who consummate a Financial Closing thereafter in accordance with Schedule B; (ii) commissions earned in respect of capacity expansions consummated by clients introduced prior to termination, in each case as provided in Schedule B; or (iii) any expenses agreed in writing prior to termination but outstanding.

Article 12Indemnification

12.1Company Indemnification. The Company shall indemnify and hold harmless the Agency from and against any third-party loss, liability, claim, or damage (including reasonable attorneys’ fees and costs) to the extent arising solely from the Company’s gross negligence or willful misconduct in connection with this Agreement.

12.2Agency Indemnification. The Agency shall defend, indemnify, and hold harmless the Company, its officers, directors, members, employees, agents, Affiliates, and successors and assigns from and against any loss, liability, claim, damage, fine, penalty, cost, or expense (including reasonable attorneys’ fees and costs) arising out of or relating to (i) the Agency’s breach of this Agreement; (ii) any violation of law by the Agency; (iii) any marketing, solicitation, statement, promise, representation, or warranty made by the Agency that is not expressly authorized in writing by the Company, including any breach of Article 2 (Authoritative Voice), Article 3 (Forward-Looking Statements), or Article 6 (Authority Limitations); (iv) the Agency’s misuse of the Company Marks, Confidential Information, or Sales Materials; or (v) the negligence or willful misconduct of the Agency, its Named Representatives, or its Sub-Agents.

12.3Conditions. The indemnification obligations under this Article 12 are conditioned on (i) prompt written notice by the Party seeking indemnification; (ii) cooperation in the defense of the claim, demand, or action; and (iii) the prior written approval of the indemnifying Party of any settlement or offer of settlement.

Article 13Confidentiality and Non-Disclosure

13.1Confidentiality Obligation. The Agency covenants and agrees that it shall not, during the Term (except in the performance of its obligations under this Agreement) or at any time after termination of this Agreement, communicate, disclose, or use for its own account, without the prior written consent of the Company, any business information, observations, data, written material, records, or documents relating to the business and affairs of the Company or any of its Affiliates, including without limitation any trade secrets and proprietary integration information, process sequencing details, technical configurations, control methodologies, financial structures, capital arrangements, lender or financial-partner relationships, valuation methodologies, ratings information, client lists, prospect lists, and any confidential information concerning the business or affairs of any supplier, creditor, lender, shareholder, or client of the Company or any Affiliate, that is obtained or acquired by the Agency during the Term.

13.2Compensation Confidentiality. The Agency shall not discuss the fees or other compensation received by the Agency, or by any other Company agent, employee, or salesperson, with any other person, except for confidential discussions with the Agency’s accounting and legal advisors. The Agency shall not discuss sales or other commercial results of the Company, or any profit or cost information of the Company, with any party except as expressly authorized in writing by the President of the Company.

13.3Trust. The Agency shall retain all knowledge and information described in this Article 13 in trust for the sole benefit of the Company and its Affiliates and their successors and assigns.

13.4Survival. This Article 13 shall survive termination of this Agreement indefinitely.

Article 14Multi-Agency Situations; Per-Deployment Basis

14.1The Company will protect any Government Entity counterparty registered by the Agency in accordance with Schedule B. In certain situations, the same Government Entity may be the subject of activity by two or more Agencies. In such situations, any commission shall be split equally between or among the entitled Agencies, except as the Company may otherwise determine in good faith based on documented procuring-cause facts. This circumstance may arise with large multi-jurisdictional clients, state or provincial entities, regional authorities, and similar counterparties.

14.2Multi-Site and Campus Topologies. In the case of a Multi-Site or Campus topology in which a Lead Feedstock Provider and one or more Joining Feedstock Providers each execute a separate CSA, each Agency that registered a Government Entity counterparty (whether Lead or Joining) shall be entitled to commission with respect to the contracted manufacturing feedstock capacity of that registered counterparty’s executed CSA. No Agency is entitled to commission on tonnage attributable to Government Entities that the Agency did not register and introduce.

Article 15Covenant to Report; Ownership of Trade Secrets

15.1The Agency shall promptly communicate and disclose to the Company all observations made and data obtained by the Agency during the Term that pertain to the business or affairs of the Company or any Affiliate. All written materials, records, and documents made by the Agency, or coming into its possession during the Term, concerning the business or affairs of the Company or any Affiliate shall be the sole property of the Company and its Affiliates. Upon termination of this Agreement, or upon earlier request by the Company during the Term, the Agency shall promptly deliver such materials to the Company or its designee.

Article 16Remedies

16.1The Agency acknowledges that the Company will not have an adequate remedy at law if the Agency violates Article 2, Article 3, Article 4, Article 6, Article 10, or Article 13 of this Agreement. In the event of such a violation, the Agency agrees that the Company shall be entitled to obtain preliminary and permanent injunctive relief and specific performance, in addition to any other remedy available at law or in equity, in any court of competent jurisdiction, without bond and without prejudice to any other remedy. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.

Article 17Definitions

The following terms have the meanings set forth below:

“Affiliate” means any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with another Person.

“Approved Sales Materials” means the materials listed in Schedule D, as updated by the Company from time to time.

“Closing” means has the same meaning as Financial Closing.

“CSA” means the Circular Supply Agreement, the Company’s definitive 30-year offtake-and-feedstock contract with a Government Entity counterparty.

“CSA Execution” means the date on which the Government Entity counterparty and Carbotura, Inc. have both signed and delivered the CSA. CSA Execution opens the Underwriting and Deployment Planning periods under the executed CSA, which run in parallel as conditions precedent to Financial Closing.

“CSA Package” means the Company’s Circular Advantage program documentation suite for a prospective Government Entity counterparty, which may include, as applicable: the Executive Summary one-pager; the Term Sheet (Memorandum of Understanding); the Topology Exhibits T-1, T-2, and T-3; the Circular Supply Agreement; and any associated exhibits or ancillary documents required by the Company for execution and Financial Closing.

“COD” means the Commercial Operations Date, as defined in the executed CSA.

“Company-Designated Relationship Manager (RM)” means the Carbotura employee or representative assigned by the Company to a registered prospect to lead all counterparty-facing engagement.

“Confidential Information” means has the meaning given in Article 13.

“Feedstock Agreement” means the Circular Supply Agreement (or any successor offtake, deployment, or commercial agreement designated by the Company) governing a client’s contracted manufacturing-feedstock commitment.

“Financial Closing” means the date on which (a) the Underwriting period under the executed CSA has closed; (b) the Deployment Planning period under the executed CSA has closed; and (c) project funds have been remitted to Carbotura from the applicable funding sources for project disbursement and use. The Underwriting and Deployment Planning periods run simultaneously following CSA Execution; Financial Closing occurs upon the simultaneous closing of both, when project funding is remitted. Financial Closing is a distinct, later event from CSA Execution.

“Government Entity” means a city, county, region, state, province, or other multi-jurisdictional governmental authority, or any combination of the foregoing acting under common authority, that is or proposes to become a Feedstock Provider under a CSA.

“Joining Feedstock Provider” means an additional Government Entity that joins a Multi-Site or Campus project by executing its own CSA.

“Lead Feedstock Provider” means the Government Entity that executes the Term Sheet and anchors a project as the lead counterparty.

“Person” means any individual, corporation, firm, association, partnership, other legal entity, or other form of business organization.

“Sales Materials” means has the meaning given in Article 10.

“Term Sheet” means the Memorandum of Understanding executed by the Lead Feedstock Provider and the Company, in the form designated by the Company from time to time as the supplier-facing Term Sheet (MOU) for the Circular Advantage program.

Article 18No Conflicts with Other Agreements

18.1The Agency represents and warrants that its obligations under this Agreement do not breach, violate, conflict with, or contravene any oral or written understanding or agreement binding on the Agency, including without limitation any covenant not to compete.

Article 19Assignment

19.1This Agreement and all of its provisions shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. The Agency may not assign this Agreement, in whole or in part, without the prior written consent of the Company. The Company may assign this Agreement without the Agency’s consent to any Affiliate or to a successor in interest in connection with a merger, acquisition, reorganization, or sale of all or substantially all of the Company’s assets (including any acquisition of the Company’s intellectual property), and any such successor shall remain liable for commissions earned in accordance with Schedule B.

Article 20Changes; Alterations

20.1No change, alteration, modification, or addition to this Agreement shall be effective unless in writing and signed by an authorized representative of each Party.

Article 21Applicable Law

21.1This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the State of Florida, USA, without regard to its conflict-of-laws principles.

21.2The Parties agree that the courts of competent jurisdiction sitting in Collier County, Florida, and the United States District Court for the Middle District of Florida, Fort Myers Division, shall have concurrent jurisdiction with the arbitration tribunals of the American Arbitration Association for purposes of entering temporary, preliminary, and permanent injunctive relief regarding any action arising out of any breach or alleged breach of this Agreement. The Parties submit to the personal jurisdiction of such courts.

Article 22Arbitration

22.1Subject to Article 21, all controversies, claims, disputes, and matters in question arising out of or related to this Agreement, including the performance of, or breach of, this Agreement, and any tort or other claim arising from or relating to this Agreement, shall be resolved by binding arbitration before the American Arbitration Association under its Commercial Arbitration Rules.

22.2The seat of arbitration shall be Naples, Collier County, Florida, to the exclusion of all other places of venue. The Parties waive any claim that any such forum is inconvenient.

Article 23Notices

23.1All notices and other communications required under this Agreement shall be in writing and shall be deemed duly given (a) when delivered in person; (b) two (2) business days after being sent by an internationally recognized courier service with tracked delivery to the recipient’s last known business address; or (c) upon confirmed receipt when delivered by email to the address most recently designated by the recipient Party in writing.

Article 24Entire Agreement

24.1This Agreement, together with Schedule A, Schedule B, Schedule C, and Schedule D, constitutes the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior agreements, commitments, arrangements, negotiations, or understandings, whether oral or written, between the Parties with respect thereto. There are no agreements, covenants, undertakings, representations, or warranties with respect to the subject matter of this Agreement other than those expressly set forth or referenced in this Agreement.

Article 25Severability

25.1If any provision of this Agreement is held to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.

Article 26Headings

26.1The headings in this Agreement are for convenience of reference only and do not constitute a part of, define, limit, or otherwise affect the meaning of any of the terms or provisions of this Agreement.

Article 27Counterparts

27.1This Agreement may be executed in one or more counterparts, including by electronic signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

ExecutionSignature & Contact

IN WITNESS WHEREOF,

the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

AGENCY CONTACT INFORMATION

Address: ________________________________________________________

City, State/Province, Postal Code, Country: ________________________________________________________

Preferred Short Name: ________________________________________________________

Time Zone: ________________________________________________________

Email: ________________________________________________________

Phone: ________________________________________________________

LinkedIn: ________________________________________________________

Website: ________________________________________________________

Telegram: ________________________________________________________

WhatsApp: ________________________________________________________

Geographic Scope: ________________________________________________________

Market Specialty: ________________________________________________________

Market Focus: ________________________________________________________

Schedule A — CSA Package and Approved Terminology

Schedule AApproved Terminology and Claims

A.1Description of the CSA Package and Circular Advantage Program

Carbotura® is an Advanced Circular Manufacturing (ACM) company. The Company’s Circular Advantage program engages Government Entity counterparties as long-term Feedstock Providers under a 30-year Circular Supply Agreement (CSA), and converts contracted manufacturing feedstock through Total Material Conversion (TMC) into manufactured Circular materials. TMC is achieved through the Company’s proprietary protocol sequence:

Exogenesis™ — the legacy-landfill remediation protocol, engaged on qualifying legacy-landfill sites via the Exogenesis™ path as a CSA add-on carrying the Legacy Remediation Royalty; deployed on the Company’s schedule following COD and not gated behind any election. Current-stream operations are independent of the Exogenesis™ timeline.

Pregenesis™ — Feedstock Preparation. The receiving, sorting, sizing, and conditioning protocol that prepares contracted manufacturing feedstock for downstream disintegration.

Regenesis™ — Feedstock Disintegration. The elemental dissociation protocol that produces OmniCrude™ as the intermediate state. The Recyclotron™ multiphase microwave reactor sits at the heart of this protocol.

Regenesis MAX™ — Refining. Selectively refines OmniCrude™ into manufactured Circular materials to economically-set output specifications, using the RevCon™ Valorization Ladder as the governing refining technique.

A.2Approved Terminology (for use by the Agency in counterparty-facing communications)

In counterparty-facing communications, the Agency shall use the Company-approved terminology below. The Agency may identify the four-protocol sequence by name when factually relevant, but shall not describe internal engineering, control methodology, configuration, or sequencing details beyond the descriptions provided in this Schedule A or in the Approved Sales Materials.

Carbotura, Inc. — the Company; sole signing party for every Circular Supply Agreement at the parent level.

Advanced Circular Manufacturing (ACM) — the Company’s industrial category.

Circular Advantage program — the Company’s commercial framework offered to Government Entity counterparties.

Circular Supply Agreement (CSA) — the Company’s definitive 30-year offtake-and-feedstock contract.

Total Material Conversion (TMC) — the underlying engineering objective achieved through the four-protocol sequence (Pregenesis™, Regenesis™, Regenesis MAX™, Exogenesis™).

Pregenesis™ / Regenesis™ / Regenesis MAX™ — the three current-stream protocols of the v2026.7 CSA Package, as described in Section A.1.

Exogenesis™ — the legacy-landfill remediation protocol; a CSA add-on on the Exogenesis™ path (Legacy Remediation Royalty), available regardless of any other term — see Section A.1.

Recyclotron™ — the multiphase microwave reactor at the heart of Regenesis™.

OmniCrude™ — the elementally dissociated intermediate state produced by Regenesis™.

RevCon™ Valorization Ladder — the refining technique applied within Regenesis MAX™ to selectively produce manufactured outputs.

Circular Materials — the manufactured materials produced from contracted manufacturing feedstock through the protocol sequence.

Feedstock Provider — a Government Entity counterparty under a CSA.

Lead Feedstock Provider / Joining Feedstock Provider — see Article 17.

Minimum Annual Feedstock Volume (MAFV) — the contracted annual tonnage delivered under a CSA.

Beneficiation Fee — the per-ton fee paid by a Feedstock Provider to the Company as compensation for Beneficiation services. The Beneficiation Fee is the regulatory and accounting classification of what is operationally referred to as the TMC Fee.

Circular Royalty™ — the royalty stream paid by the Company to the Feedstock Provider on gross input tonnage, calculated for each Contract Year as the Royalty Multiplier for that Year applied to that same Year’s Beneficiation Fee. The Royalty Multiplier is 120% in Year 1 and increases by one percentage point each Year thereafter, uncapped (150% in Year 31); the Beneficiation Fee escalates 2.5% per Year. Payment commences 13 months after the Company’s receipt of the first Beneficiation Fee payment. The Beneficiation Fee and the Circular Royalty™ are independent gross transactions and are never netted.

Take-or-Pay — the contractual minimum-volume obligation, asymmetric under the CSA's Take-or-Pay structure.

Single-Site / Multi-Site / Campus topology — the three Site Topology classifications described in the Topology Exhibits.

Joint Working Group (JWG) — the post-Term Sheet collaboration body that runs through CSA execution.

Commercial Operations Date (COD) — as defined in the executed CSA.

A.3Conservative Claims Language Required

Outcomes shall be described using conservative claims language. Approved phrasings include “designed for,” “engineered to,” “optimized for,” “approaching,” “near-zero,” and “targeted to deliver.” Absolute guarantees, fixed performance promises, and unqualified outcome statements are prohibited unless the Company has authorized specific phrasing in writing.

A.4Restricted Topics

The Agency shall not, in any counterparty-facing or third-party communication, describe, characterize, or speculate about (i) the Company’s internal financial structure, capital arrangements, lender or financial-partner relationships, valuation methodologies, ratings, or any project-finance instruments or trust arrangements; (ii) internal engineering process sequencing details, control methodologies, technical configurations, or operational parameters of any protocol or piece of equipment beyond the descriptive language permitted in this Schedule A; or (iii) any matter the Company has identified to the Agency in writing as restricted.

A.5Protection of Company Interests

The Agency shall safeguard with utmost diligence all proprietary knowledge, trade secrets, technical configurations, and commercial information of the Company that the Agency obtains, observes, or otherwise comes into contact with during the Term, in accordance with Article 13.

Schedule B — Lead Registration and Commission Eligibility

Schedule BLeads, Commissions and Payment

B.1Lead Registration

All leads shall be registered by the Agency on the Company’s agency portal (or other Company-designated CRM) and assigned to (a) the responsible Agency Named Representative and (b) the Company-Designated Relationship Manager. Each lead corresponds to a single Government Entity counterparty. A Government Entity may itself be a single jurisdiction, an authority constituted by multiple jurisdictions, or a state or provincial authority, in each case as the relevant counterparty under a single CSA.

B.2Lead Protection and Commission Eligibility

A Government Entity registered by the Agency becomes commission-protected upon (i) proper registration on the Company-designated CRM and (ii) introduction of the Government Entity to the Company-Designated Relationship Manager assigned to that opportunity, provided the Agency remains in good standing under this Agreement.

The Agency’s eligibility for commission with respect to a registered Government Entity is established by the first countersigned Term Sheet (Memorandum of Understanding) between the Government Entity and the Company in respect of that Government Entity (or any successor first-instance binding instrument designated by the Company in writing).

B.3Multi-Site and Campus Topologies

Where a registered Government Entity becomes a Lead Feedstock Provider under a Multi-Site or Campus topology, additional Joining Feedstock Providers (whether registered by the same Agency or by another agency) shall each have their own commission-protection track tied to the agency that registered them. The Agency that registered the Lead Feedstock Provider is not entitled to commission on tonnage attributable to Joining Feedstock Providers it did not register and introduce. Conversely, an Agency that registers a Joining Feedstock Provider is entitled to commission on the contracted manufacturing feedstock capacity of that Joining Feedstock Provider’s executed CSA, regardless of which agency registered the Lead.

B.4Commission Calculation — Tiered by Contracted Manufacturing Feedstock

Commission to the Agency is calculated on the basis of contracted manufacturing-feedstock capacity under an executed CSA (or successor Feedstock Agreement), and is payable at Financial Closing of the opportunity (project funding), as defined in Section B.5. For the avoidance of doubt, Commission is not earned upon CSA execution alone; CSA execution is an earlier event that triggers the Underwriting and Deployment Planning periods, both of which must complete as conditions precedent to Financial Closing.

B.5CSA Execution and Financial Closing — Distinct Events

"CSA Execution" means the date on which the Government Entity counterparty and Carbotura, Inc. have both signed and delivered the Circular Supply Agreement. CSA Execution opens the Underwriting and Deployment Planning periods (defined under the executed CSA), which run in parallel and constitute conditions precedent to Financial Closing.

"Financial Closing" means the date on which: (a) the Underwriting period under the executed CSA has closed (underwriting complete and funding sources committed); (b) the Deployment Planning period under the executed CSA has closed (deployment-planning conditions precedent satisfied); and (c) project funds have been remitted to Carbotura from the applicable funding sources for project disbursement and use. The Underwriting and Deployment Planning periods run simultaneously following CSA Execution; Financial Closing occurs upon the simultaneous closing of both, when project funding is remitted.

Commission Trigger. For all purposes under this Schedule B, Commission is earned by the Agency only upon Financial Closing. CSA Execution does not trigger Commission, because the conditions precedent (Underwriting and Deployment Planning) under the executed CSA may not have closed and project funding may not yet have been remitted at that earlier date.

B.6Specialty Agent Commissions

Agencies designated under Article 5.3 as Circular Materials Commodity Agents or Circular Credits Agents may be entitled to additional or different compensation pursuant to separate written terms executed with the Company. Such separate terms do not modify this Schedule B unless expressly stated.

B.7Payment Timing

All Commissions earned under this Schedule B shall be paid by the Company to the Agency within fifteen (15) days following Financial Closing of the applicable opportunity, as Financial Closing is defined in Section B.5. The Agency does not earn or receive any Commission upon CSA Execution alone, irrespective of the time elapsed between CSA Execution and Financial Closing. For capacity expansions and any subsequent Financial Closings under Section B.4, the same fifteen (15) day payment window applies, measured from the date of the corresponding Financial Closing for the expansion increment. Payment shall be made by wire transfer to the Agency’s designated account on record with the Company.

Schedule C — Named Representatives

The Agency designates the following individuals as its Named Representatives authorized to perform services under this Agreement on behalf of the Agency. The Agency shall provide written notice to the Company of any change to this Schedule C. The Agency remains fully responsible for the acts and omissions of its Named Representatives in accordance with Article 5.1.

Schedule D — Approved Sales Materials

The materials listed below constitute the currently approved Sales Materials. The Company may amend this Schedule D at any time by written notice to the Agency. The Agency shall use Sales Materials only as expressly indicated in the “Agency Use” column.

Distribution by an Agency of any Sales Material outside the use authorized in the table above is a material breach of this Agreement and a basis for termination for Cause under Article 11.2(iv).