License and Service Agreement This License and Service Agreement (this “Agreement”), effective as of June 1st, 2022 (the “Effective Date”), is made by and between EcoMatcher Limited, a Hong Kong limited company with registered address at Realty Gardens, Paris 1 C, 41 Conduit Road, Hong Kong (“Provider”), and The Tondo Group, LLC, a Delaware limited liability company, with offices located at 5 Lewis Circle, Lewis Commercial Center, Wilmington, Delaware, USA, 19804 (“Customer”). Provider and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”. WHEREAS, Provider provides the Services (as defined below) and licenses access and use of Provider IP (as defined below); and WHEREAS, Customer desires to receive the Services and to access and use the Provider IP for the purpose of linking Trees (as defined below) to Customer’s Products sold in the Territory (each as defined below); and WHEREAS, Customer understands that all Trees can be tracked digitally and that the information made available in respect of the Trees includes the GPS location of the Tree, the date of planting, a unique picture of the Tree once planted, a picture of the Tree matured (stock photo), the tree species, the farmer who planted the Tree, and the foundation managing the relevant area. For the avoidance of doubt, Provider does not provide regular photo updates of each Tree; and WHEREAS, Provider desires to provide the Services and a license to access and use the Provider IP to Customer subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. In this Agreement, the following terms have the meanings set forth below: (a) “business day” means a day other than Saturday or Sunday on which authorised banks are open for business in Hong Kong and the State of Delaware, USA. (b) “Competitor” means any U.S. headquartered entity selling Products in the Territory. (c) “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted to Provider by or on behalf of Customer or a user of Tree Tracker in connection with the Services. (d) “Documentation” means Provider’s user manuals, handbooks, and guides relating to the Services provided by Provider to Customer either electronically or in hard copy form and end user documentation relating to the Services available at www.ecomatcher.com. (e) “Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China. (f) “Products” means all types of wearable bracelets, necklaces, earrings, and rings and any pendants that are affixed to any of the foregoing. (g) “Provider IP” means any intellectual property provided by Provider to Customer or its end users in respect of the Documentation (including without limitation any photographs of Trees), Tree Tracker or arising out of the provision of Services. For the avoidance of doubt, Provider IP does not include Customer Data. (h) “Services” means the services described under the heading “Services” in Exhibit A. (i) “Territory” means the United States of America and Puerto Rico. (j) “Tree Tracker” has the meaning given to this term in Exhibit A. (k) “Trees” means the trees planted through EcoMatcher and traceable through Tree Tracker. 2. Services Customer engages Provider to provide the Services and Provider agrees to provide the Services on the terms and conditions of this Agreement. Provider will deliver the Provider IP to Customer within five (5) business days of receiving payment of the Upfront Payment from Customer. Customer shall be deemed to have accepted the Provider IP with respect to the initial order on the date the Provider IP is delivered to Customer; provided, however, that such acceptance shall not preclude Customer from any recourse available in respect of Provider’s breach of the terms hereof. 3. Access and Use. (a) Provision of Access and Exclusivity. Provider hereby grants Customer a non-transferable (except in compliance with Section 13(f)), royalty-free and irrevocable license to access and use the Provider IP during and after the Term for the sole purpose of gifting or selling Trees to the purchasers of its Products. During the Term the Provider shall not grant the same rights to any Competitor. Provider shall provide to Customer the necessary passwords and network links or connections to allow Customer and its customers to access the Provider IP (collectively, the “Access Codes”). (b) Documentation. Provider hereby grants to Customer an exclusive (subject to the same terms as Section 3(a)) license to use the Documentation during the Term solely in connection with its use of the Provider IP. (c) Use Restrictions of Provider IP. Customer shall not use the Provider IP for any purposes beyond the scope of the use and access granted in this Agreement. Customer shall not at any time during the Term: (i) copy, modify, rent, lease, sublicence, transfer, loan, merge, translate, make error corrections, reproduce, deal or create derivative works in any way of the Provider IP or Documentation, in whole or in part except with the prior consent of Provider; (ii) reverse engineer, disassemble, decompile, decode, adapt, make available otherwise than as set out in this Agreement or otherwise attempt to derive or gain access to any software component of the Provider IP, in whole or in part; or (iii) knowingly remove any proprietary notices from the Provider IP or Documentation. Provider hereby reserves all rights in the Provider IP not expressly granted to Customer under this Agreement. 4. Support. The access rights granted hereunder entitles Customer and Customer’s customers to receive, and Provider shall so provide, the support services described in Exhibit B. 5. Fees and Payment. (a) Fees. Customer shall pay Provider the fees (“Fees”) set forth in Exhibit A and in accordance with the terms of Exhibit A. (b) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income. 6. Customization of Provider IP. Subject to the representations, warranties and covenants hereunder, Customer agrees and acknowledges that the Provider IP and Services are provided on an “as is” basis. Any further customization of the Provider IP and the related fees can be discussed and agreed between the Parties as they deem fit. 7. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, marked, designated, is, by its nature, clearly confidential, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party or its affiliates, officers, directors, employees, agents or advisors (collectively, “Representatives”) at the time of disclosure; (c) obtained by the receiving Party or one of its Representatives on a non-confidential basis from a third party; or (d) independently developed by the receiving Party or its Representatives. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to its Representatives who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three years from the date first disclosed to the receiving Party. 8. Intellectual Property Ownership. (a) Provider IP. Customer agrees and acknowledges that Provider owns all right, title, and interest in and to the Provider IP including without limitation all intellectual property rights, trademarks, copyrights (including rights in photographs), and rights in Provider’s application programming interface existing anywhere in the world, whether registered or unregistered. (b) Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including without limitation all intellectual property rights relating to Customer’s business, including Customer Data and its websites. Provider shall not collect, maintain, store or use any Customer Data in connection with this Agreement, the Services or the Provider IP, except in the circumstances where any customers of Customer knowingly provides Provider with any data directly through visiting www.ecomatcher.com and completing a profile with the Provider. 9. Representations, Warranties, Covenants and Limited Warranty Disclaimer. (a) Provider represents, warrants and covenants that (i) the Provider IP (i) will conform in all material respects to the specifications set forth in this Agreement; (ii) will be provided in compliance with all applicable laws; and (iii) do not contain any virus or other malicious code; (ii) Provider will use qualified personnel to provide the Services and will provide the Services in a professional, workmanlike manner, in compliance with all applicable laws and the specifications set forth in this Agreement; (iii) the Provider IP has not and does not infringe, misappropriate or otherwise violate any intellectual property rights of any third party and that no claims are pending or threatened, and Provider has received no communication alleging that Provider has infringed, misappropriated, or otherwise violated any rights relating to intellectual property rights of any third party. (iv) subject to the terms of this Agreement, it has not granted and will not grant during the Term any Competitor any rights in the Provider IP, except as expressly permitted by Section 3(a); and (v) each Tree ordered by Customer during the Term represents a unique, identifiable tree. No two Access Codes will correspond to the same Tree, and that all images and photographs in the Provider IP as corresponding to any individual Tree will be true representations and depictions of each such Tree at date of planting without duplicating or falsifying any such media. (b) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 9(a), THE SERVICES AND PROVIDER IP ARE PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. THE REPRESENTATIONS AND WARRANTIES IN THIS SECTION 9(a) SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. 10. Indemnification. (a) Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs, and expenses (including attorneys’ fees) (“Losses”) incurred by Customer resulting from any claim, suit, action, or proceeding (“Claim”) in connection with the Provider IP violating or misappropriating such third party’s intellectual property rights, provide that Customer promptly notifies Provider in writing of the Claim and reasonably cooperates with Provider at Provider’s expense, and allows Provider sole authority to control the defense and settlement of such claim. (b) If such a Claim under Section 10(a) is made or appears possible, Customer agrees to permit Provider, at Provider’s sole expense, to (A) modify or replace the Provider IP, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue using the Provider IP, at no cost to Customer. If neither of these alternatives are commercially reasonable, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer, provided that Provider shall refund or credit to Customer all amounts paid under this Agreement of Trees not gifted or sold to Customer’s customers. Customer will provide written notice of the number of Access Codes of Trees not gifted or sold to Customer’s customer as of the date of Provider’s written notice as set out under this Section. 11. Limitations of Liability. EXCEPT IN THE CASE OF A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, BREACH OF SECTION 7 OR SECTION 8, OR INDEMNIFICATION OBLIGATIONS IN RESPECT OF THIRD PARTY CLAIMS, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT IN THE CASE OF A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, BREACH OF SECTION 7 OR SECTION 8, OR INDEMNIFICATION OBLIGATIONS IN RESPECT OF THIRD PARTY CLAIMS, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT DURING THE TERM. Provider will not be liable for the death of any Trees linked to the Access Codes provided to Customer under this Agreement. Provider is excluded from any and all product liability or relevant liability arising from the products created or sold by Customer, in each case, solely to the extent such liability is unrelated to the Services or Provider IP. 12. Term and Termination. (a) Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect until two (2) years from such date (the “Initial Term”). This Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”). (b) Termination. In addition to any other express termination right set forth in this Agreement: (i) Customer may terminate this Agreement for convenience, for any reason or no reason, upon thirty (30) days prior written notice to Provider; (ii) Subject to Section 12(c) below, Provider may terminate this Agreement immediately by written notice, and terminate any corresponding exclusivity obligations in the Territory set forth herein, after: (A) 6 months of the Effective Date if Customer has failed to purchase at least 50,000 Trees in the aggregate at or following the Effective Date; (B) 12 months of the Effective Date if Customer has failed to purchase at least 200,000 Trees in the aggregate at or following the Effective Date; and (C) 18 months of the Effective Date if Customer has failed to purchase at least 400,000 Trees in the aggregate at or following the Effective Date; (iii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach; or (iv) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. (c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer may continue using the Provider IP for any Trees purchased by Customer prior to such termination. Sections 1, 3, 7, 8, 9, 10, 11, 12(c) and 13 hereto survive expiration or termination of this Agreement. 13. Miscellaneous. (a) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; and (ii) second, the Exhibits to this Agreement as of the Effective Date. (b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section, including any email addresses set forth in any Exhibits). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section. (c) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. (d) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. (e) Governing Law; Arbitration. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware, USA without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware, USA. If any dispute shall arise between the Parties concerning any matter arising out of the Services, this Agreement or any Exhibit, such dispute shall be resolved in accordance with the expedited Commercial Arbitration Rules of the American Arbitration Association, by a single arbitrator appointed in accordance with such rules. Any such arbitration pursuant to this Section 13(e) shall take place in the State of Delaware, City of Wilmington, USA. The decision of the arbitrator shall be conclusive and binding upon the Parties, and judgment on any award rendered in such arbitration may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, each Party may seek injunctive relief in any court of competent jurisdiction. (f) Assignment. Neither Party may assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that Customer may assign its rights or delegate its obligations, in whole or in part, without such consent but providing written notice to Provider, to (i) one or more of its affiliates, or (ii) an entity that acquires all or substantially all of the business or assets of such Party to which this Agreement pertains, whether by merger, reorganization, acquisition, sale, or otherwise. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. (g) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under this Agreement may cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party may be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. (h) Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. (i) No Partnership, Agency. Provider will provide the Services and the Provider IP as an independent contractor and not as Customer’s employee, agent, partner or joint venturer. Neither Party has any right, power or authority to bind the other Party. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. ECOMATCHER LIMITED THE TONDO GROUP, LLC By:________________________________ Name: _____________________________ Title: ___________________ By:________________________________ Name: _____________________________ Title: ___________________ EXHIBIT A Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement. A. DESCRIPTION OF SERVICES: Provider will make available to Customer an application programming interface that offers basic tree tracking and all other related applications and technology made available to users thereof (together “Tree Tracker”) for any and all trees purchased by Customer or its end users in accordance with this Agreement. Provider shall use commercially reasonable efforts to keep Tree Tracker operational during the Term and for a period of three (3) years following expiry of the Term. The Provider targets an uptime of 99% availability of Tree Tracker. For the avoidance of doubt, after the Term, Provider shall continue to provide Tree Tracker for all customers of Customer who purchased a Tree from Customer for a period of three (3) years following expiry of the Term. Provider will provide the support as set forth in Exhibit B. B. FEES AND TREE ORDERS: The fee payable under this Agreement is US$ X per Tree (or such other amount agreed between the Parties in writing) for an order of at least 6,250 Trees. On the Effective Date Customer shall purchase 6,250 Trees and the Customer shall pay the related fee of USD X (“Upfront Payment”) within twenty five (25) business days following the Effective Date. Customer shall have the option to order additional Trees in quantities of at least 6,250 by giving written notice to Provider after which Provider shall advise Customer on the locations for possible tree planting and expected delivery time in good faith, and for the avoidance of doubt, the fee payable in connection with any such order shall be $X USD per Tree. For both the Upfront Payment and all further payments under this Agreement, the Provider will issue written invoices and Customer shall be required to pay all undisputed invoices within ten (10) business days following the date of the relevant invoices. All invoices shall be payable in USD. C. AUTHORIZED USERS: Provider will provide access for one user per Tree. Provider will provide Access Codes in the amount of Trees purchased by Customer during the Term within five (5) business days of payment of each applicable invoice by Customer. For clarity, Provider will deliver 6,250 Access Codes to Customer within five (5) business days after Customer’s payment of the Upfront Payment. EXHIBIT B SUPPORT For purposes of this Exhibit, the following terms have the meanings set forth below. All initial capitalized terms in this Exhibit that are not defined in this Exhibit shall have the respective meanings given to them in the Agreement. “Error” means any failure of the Services or Provider IP to operate in all material respects in accordance with the Documentation or the Agreement. Provider shall: (a) respond to support requests promptly, and in any event within 5 business days, of Customer bringing such support requests to Provider’s attention (subject to any extensions reasonably agreed to by the Parties, and other terms of this Exhibit B); (b) provide unlimited reasonable support to Customer by means of Customer emailing Provider at firstname.lastname@example.org. For the avoidance of doubt, Provider will not engage directly with Customer’s customers to provide any form of support in respect of the Services or Provider IP. Customer may contact Provider for support for any issues identified by Customer (or by customers of Customer) from and after the Effective Date; (c) provide to Customer all such other reasonable services as may be necessary to correct an Error including defect repair, programming corrections, and remedial programming. 2. Fees. The Parties acknowledge that the Fees under the Agreement shall be inclusive of all reasonable support obligations pursuant to this Exhibit and that no additional costs shall be incurred by Customer or its customers hereunder unless expressly agreed in writing by the Parties.