This Installation and Equipment Agreement (the "Agreement") is entered into as of the Effective Date stated below, by and between Greenspaces LLC, an Iowa limited liability company doing business as Urban Greens, with its principal place of business in Iowa City, Iowa, United States ("Urban Greens" or the "Company"), and the Client identified below.

The quote identified above is the "Quote" and is incorporated into this Agreement as Exhibit A. The Client is referred to as the "Client". Urban Greens and the Client are each a "Party" and together the "Parties." This Agreement governs the sale, delivery, and installation of the Commercial Production Rack system and related equipment and services described below.

Urban Greens will design, supply, deliver, and install the Commercial Production Rack ("CPR") system and related equipment, and provide on-site training, as itemized in the Quote, which is incorporated into this Agreement as Exhibit A. The Quote sets out the equipment supplied, quantities, and the total investment.
The scope indudes only the items expressly listed on the Quote. Component-level materials that are built into the CPR system, such as lighting, automation hardware, plumbing, and reservoirs, are included within the rack price and are not itemized or sold separately. Anything not listed on the Quote is out of scope and, if requested, will be handled as a change under Section 12.

USD (the "Contract Price"), as stated on the Quote. All amounts under this Agreement are in United States Dollars unless otherwise agreed in writing.

The Client will pay the Contract Price in three stages:

Payment instructions, including bank transfer and PayPal details, are provided at https://eatyoururbangreens.com/pages/project-payment. The Client should reference the Quote number on every payment. Urban Greens will confirm receipt of the deposit and then begin procurement.
The deposit locks pricing and funds materials ordered specifically for the Client. Except as required by law, the deposit is non-refundable once procurement of materials has begun. Sums other than the deposit are refundable only to the extent they exceed costs Urban Greens has already incurred or committed at the time of cancellation, as described in Section 14.
Amounts not paid when due accrue interest at 1.5% per month, or the maximum rate permitted by law if lower, from the due date until paid. Urban Greens may suspend procurement, shipment, or installation while any undisputed amount is overdue.

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Approved change orders under Section 12 are added to the final invoice as a separate line item, itemised by labour and materials. The ten percent completion retention is not reduced by change order amounts.

The estimated lead time is 10 to 12 weeks from receipt of the deposit, subject to Section 13. Lead time and any delivery or completion dates are good-faith estimates and are not guaranteed. They depend on timely payment, timely Client cooperation, and supplier and carrier performance.

Shipping terms:

The equipment is supplied in multiple consignments, from multiple suppliers and points of origin. Delivery of each consignment is made on the shipping terms stated above, interpreted in accordance with Incoterms 2020. Title to the equipment in a consignment, and risk of loss in it, both pass to the Client on delivery of that consignment at the named place.

Urban Greens will arrange carriage of each consignment to the named place. All materials will be delivered to the site not fewer than fourteen days before the scheduled installation start date, unless the Parties agree otherwise in writing.

The Client will receive each consignment, inspect it on arrival, and record any visible damage or shortage on the carrier's delivery receipt before signing it. The Client will notify Urban Greens of any damage or shortage within three business days of delivery. Visible damage that is not recorded on the delivery receipt is generally not recoverable from the carrier or its insurers.

Where the Quote states "Estimated Shipping," that figure is an estimate of the aggregate freight and insurance for all consignments. Urban Greens may invoice the actual aggregate freight cost incurred, supported by the carriers' invoices, up to 115% of the estimated figure. Any amount above 115% requires the Client's written approval before it is incurred.

Unloading at the named place is the Client's responsibility. Demurrage, detention, storage and similar charges arising from the Client's customs dearance, permits, or site readiness are the Client's cost, whether billed to Urban Greens or to the Client.

The Contract Price is exclusive of taxes. Customs, import duty, and VAT are the Client's responsibility. The Client is responsible for all sales, use, value-added, import, and similar taxes, duties, and fees arising from the sale, import, or installation of the equipment, other than taxes on Urban Greens' net income. The Client is the importer of record where the equipment is imported into the Client's country.

Urban Greens will provide the Client with the documentation reasonably required for import dearance of each consignment, including a commercial invoice, packing list, HS tariff codes, and country of origin for that consignment. Consignments may originate in different countries and may clear customs separately.

Timely installation depends on the Client. The Client will, at its own cost and before the installation window:

• Provide lodging for two Urban Greens installation specialists: separate single rooms, each with a private bathroom, within thirty minutes' drive of the site. The Client may satisfy this by providing suitable premises of its own or by booking lodging, at the Client's election. Lodging is provided continuously from the day before the first on-site day through the day after the last on-site day, whether or not work is performed on any given day.
• Provide local ground transport between the lodging and the site for the same period.
• Provide the on-site labour identified in the Quote. Personnel the Client provides are the Client's own employees or contracted personnel. The Client warrants that they are competent for the work assigned and are covered by the Client's employer liability and statutory insurance. The Client remains their employer and is responsible for their wages, supervision and safety. Urban Greens provides technical direction only and does not become their employer.
• Provide an accessible, level location suitable for rack construction.

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• Secure a safe location to receive and store shipped materials, and accept delivery of multiple consignments arriving over a period before installation begins.
• Ensure access to water and electricity meeting the specifications Urban Greens provides.
• Obtain any permits, licenses, or certifications required for the project.

Urban Greens arranges and books air travel for its installation specialists. The actual fare is invoiced to the Client at cost, supported by the carrier's receipt, against the "Estimated Travel" figure stated on the Quote and on the same true-up basis as Estimated Shipping. Meals and incidental expenses for Urban Greens personnel are Urban Greens' responsibility and are included in the Contract Price.

"On-site days" means days on which Urban Greens performs work at the site, including weekends where worked. The number of on-site days is stated in the Quote.

If the site is not ready on the scheduled installation date, or required utilities, permits, lodging, transport or Client-provided labour are missing or inadequate, the resulting delay or additional cost is the Client's responsibility and may be handled as a change under Section 12. Specialist standby is charged at the labour rate stated in Section 12 per specialist, subject to a minimum of eight hours per specialist per day, together with any rebooking, cancellation or additional accommodation charges actually incurred.

Urban Greens will install and commission the system and provide on-site operator training over approximately days, as stated on the Quote. Urban Greens will perform the work in a professional and workmanlike manner using qualified personnel.

Installation is complete when the system is assembled, commissioned, and demonstrated to operate at the Client's site. The Client will inspect promptly and, within five business days, either confirm completion or give written notice of specific items that do not conform to the Quote. If the Client does not provide written notice within that period, or begins commercial use of the system, the work is deemed accepted and the final payment becomes due.

Urban Greens warrants that, for twelve months from the date installation is completed or deemed accepted, the equipment supplied by Urban Greens will be free from material defects in materials and workmanship under normal use, and that the installation work will conform in material respects to the Quote.

Third-party components carry the manufacturer's warranty, which Urban Greens passes through to the Client to the extent transferable. As the Client's exclusive remedy under this warranty, Urban Greens will, at its option, repair or replace the affected item, or refund the amount allocable to it, within a commercially reasonable time.

This warranty does not cover damage or failure caused by: misuse, neglect, or operation outside published specifications; water quality, nutrient chemistry, pests, or growing practices; Client-supplied utilities, structures, site conditions, or personnel; work performed by personnel the Client provides other than in accordance with Urban Greens' instructions; modifications, relocations, or repairs not performed or authorized by Urban Greens; or normal wear of consumable items such as grow mats. Warranty service does not extend the original warranty period.

Any yield, production, revenue, cost, or payback figures that Urban Greens provides, whether in the Quote, marketing materials, or discussions, are estimates or medians based on typical operation and are not guarantees. Results depend on factors outside Urban Greens' control, including crop selection, growing practices, labor, climate control, and market conditions. Urban Greens does not warrant or guarantee any particular level of production or financial return.

To the maximum extent permitted by law, neither Party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost crops, or business interruption, arising out of or relating to this Agreement,

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even if advised of the possibility. Urban Greens' total aggregate liability arising out of or relating to this Agreement will not exceed the total amount actually paid by the Client to Urban Greens under this Agreement.

These limitations do not apply to the Client's payment obligations, to a Party's liability for fraud or willful misconduct, or to any liability that cannot be limited or excluded under applicable law.

Either Party may request a change to the scope, equipment, schedule, or site plan.

Approved changes are charged at $55 per hour per specialist for labour, and at cost plus twenty percent for materials. These rates apply only to approved changes under this Section and to standby under Section 6. They do not apply to, and are not evidence of the value of, the installation work included in the Contract Price.

Where the additional cost of a change is $1,000 or less, Urban Greens may proceed on the Client's written confirmation and invoice the change on the final invoice. For this Section, "written" includes email and text message.

Where the additional cost of a change exceeds $1,000, the Client's written approval is required before the work is performed or the materials are committed.

Once the cumulative total of approved changes reaches five percent of the Contract Price, every further change requires a change order signed by both Parties, regardless of individual value.

Urban Greens is not obligated to perform a requested change until it has been approved in accordance with this Section.

Neither Party is liable for delay or failure to perform, other than the Client's payment obligations, caused by events beyond its reasonable control, including acts of God, severe weather, labor disputes, supplier or carrier failures, transport or customs delays, epidemic, war, and government action. The affected Party will notify the other and use reasonable efforts to mitigate, and time for performance extends by the duration of the event.

The Client may cancel before installation by written notice. On cancellation, the deposit is non-refundable to the extent procurement has begun, and the Client remains responsible for all materials, labor, freight, and third-party charges Urban Greens has incurred or irrevocably committed as of the cancellation date. Any amount the Client has paid that exceeds those costs will be refunded, and any shortfall is payable by the Client within fifteen days.

Either Party may terminate for material breach that remains uncured thirty days after written notice. Sections that by their nature should survive, including Sections 5, 9, 10, 11, 14, 15, 16, and 17, survive termination.

Urban Greens retains all intellectual property rights in its designs, drawings, specifications, methods, and documentation. The Client receives a non-exclusive right to use these solely to operate and maintain the system supplied. Each Party will keep the other's non-public business and technical information confidential and use it only to perform this Agreement.

Urban Greens performs as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship, and neither Party may bind the other.

This Agreement is governed by the laws of the State of Iowa, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The Parties will first attempt to resolve any dispute in good faith through senior representatives. Any dispute not resolved within thirty days will be brought exclusively in the state or federal courts located in Johnson County, Iowa, and each Party consents to the personal jurisdiction of those courts. The prevailing Party is entitled to recover reasonable attorneys' fees and costs.

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This Agreement, together with the Quote (Exhibit A) and any signed change orders, is the entire agreement between the Parties and supersedes all prior discussions and proposals. If the Quote and this Agreement conflict, this Agreement controls except as to price, quantities, and scope, which the Quote controls. This Agreement may be amended only in a writing signed by both Parties. If any provision is held unenforceable, the rest remains in effect. Neither Party may assign this Agreement without the other's written consent, except Urban Greens may assign to a successor in connection with a merger or sale of its business. This Agreement may be signed electronically and in counterparts, each of which is deemed an original.

By signing below, each Party agrees to the terms of this Agreement as of the Effective Date.

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Greenspaces LLC dba Urban Greens

CLIENT

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Quote and Scope of Supply