Carbon Offset Purchase Agreement

1.1 Eligible Issuance

"Eligible Issuance" shall mean the formal verification and inclusion of the contracted tCO₂e units into the Gold Standard (GS) Impact Registry under Methodology Concept 401_V2.0, or a functionally equivalent, CORSIA-aligned carbon registry. This issuance must occur within a maximum window of 36 months from the Effective Date of this Agreement (the "Performance Window").

1.2 Milestone Schedule

The Seller shall pursue Eligible Issuance according to the following binding milestone schedule. Failure to achieve any milestone by its target date activates the Seller's reporting obligation under Article 9 to provide a written remediation plan within 14 days:

1.3 Contracted Deliverables

Upon settlement and successful registry processing, the Buyer shall receive a complete closure package consisting of:

• A formal Emission Abatement Certificate issued by the registry
• XDC Network Blockchain Registration receipt (for provenance and security purposes only — see Article 2)
• An official LCD Consulting Whole Life Carbon Summary Report matching the asset boundaries
• Written confirmation of ICROA Code V3.5 compliance status for the sold units

1.4 Proprietary GHG Claims

The Buyer acknowledges that all underlying scientific methodologies, environmental asset data modelling, and intellectual property rights associated with the CWO Methodology remain the exclusive property of the Seller and its licensors.

2.1 Purpose of Tokenization

XDC Network Blockchain registration is incorporated exclusively as an additional security and provenance mechanism to enhance the integrity of the registered certificate and reduce the risk of duplication or fraud. It does not confer independent legal rights separate from this Agreement.

2.2 Tokenization Mechanics

Data extracted from this Agreement and subsequent registry clearances — including total consideration paid, offset volumes (tCO₂e), and project provenance details — shall be minted onto the XDC Blockchain (verifiable via XDCScan). The resulting token serves as an immutable digital record of registration and is appended to the Emission Abatement Certificate as a security reference.

2.3 Legal Status & Platform Risk Disclaimer

2.4 TradeFinex Standards

Where applicable, this contract may incorporate TradeFinex smart contract standards for automation and transparency. Such incorporation is for operational efficiency only and does not alter the contractual hierarchy established by this Agreement.

3.1 The Validation Condition

The physical transfer of issued voluntary units is strictly conditional upon the Seller obtaining and submitting the following documents, both of which constitute the "Condition Precedent" (CP):

1. A fully executed, written Carbon-Rights Assignment For NEED VERs / Mitigation-Outcome Agreement from the building owner or developer of record; and
2. A fully executed No-Double-Claiming Declaration explicitly preventing the underlying units NEED VERs from being dual-claimed on any national or international registry.

Seller Obligation: The Seller shall use best endeavours to satisfy the CP by Milestone M-1 (Month 3 from Effective Date). The Seller shall provide written updates on CP satisfaction progress in each quarterly report (Article 9). The CP does not condition the Buyer's payment obligation, which is governed separately by Article 8.

3.2 Sustainable Development Mechanism (SDM) Rebate

To satisfy host nation alignment guidelines and secure local project clearance, a dedicated SDM Rebate of 20% of the net transaction value (total consideration received by Seller after deducting applicable third-party registry fees) is allocated and ring-fenced as follows:

• 10% of net transaction value — payable to the project Developer, within 30 days of the date Seller receives cleared payment from Buyer
• 10% of net transaction value — payable to the Building Owner, within 30 days of the date Seller receives cleared payment from Buyer

Host-Nation Registry Condition: Release of each SDM allocation is further conditional upon the relevant recipient executing a binding No Double-Counting Declaration. If a recipient declines to execute such a Declaration within the Performance Window, the corresponding SDM allocation shall be forfeited to the Seller and retained within the project account. The core transfer mechanics of the carbon offsets shall proceed unaffected by any SDM allocation outcome.

4.1 Pre-Clearance Commercial Validity & Letter of Receipt

Prior to the satisfaction of the Condition Precedent (CP) outlined in Article 3, this executed Agreement serves as a legally binding commercial commitment by the Buyer to secure off-take volume. Upon execution, the Seller shall issue to the Buyer a Letter of Receipt confirming:

• The contracted volume (tCO₂e) reserved for the Buyer
• The agreed price per tonne and total consideration
• The reference number of this Agreement (CWO-ERPA-[__])
• The expected milestone schedule per Article 1.2

4.2 Confidentiality & Investor Disclosure

Buyer Identity Protection: The Seller shall not disclose the Buyer's identity, trading name, or any identifying particulars to any third party — including investors, green financiers, validation bodies, or registry administrators — without the Buyer's prior written consent. The Seller may, without Buyer consent, disclose: (a) the existence of executed forward off-take agreements in aggregate; (b) the total contracted volume (tCO₂e) across its portfolio without attribution to individual buyers; and (c) this Agreement's reference number only, for registry and audit purposes. Any disclosure in breach of this clause entitles the Buyer to seek injunctive relief without prejudice to any other remedy.

4.3 Portfolio Balancing Intent

The Buyer enters into this Agreement with the explicit commercial objective of acquiring voluntary abatement to diversify its climate action risk profile. These assets are categorised specifically for immediate voluntary ESG compliance pathways to balance capital allocation across diverse decarbonisation and offset strategies.

6.1 Trigger Events for Remediation

A formal "Make-Good" obligation is activated immediately if a Non-Issuance Event occurs, defined as the formal, final rejection of the NEEDC project methodology for the specific underlying Asset by the Gold Standard (GS) Registry or GCC 2.0, and where no appeal or alternative submission pathway remains available within the Performance Window.

Note on Direct Communication: Upon a methodology rejection notice, the Buyer shall be granted direct, unhindered contact with the methodology developer to collaborate, salvage, and deliver an alternative path to achieving an Eligible Issuance.

6.2 Make-Good Path

If the Non-Issuance Event cannot be resolved within the Performance Window, the Seller shall settle the remaining deficit via the following remediation path:

7.1 Governing Law

This Agreement, and any dispute, controversy, or claim arising out of or in connection with its formation, execution, or subject matter, shall be governed by and construed in accordance with the laws of England and Wales.

7.2 Tiered Dispute Resolution

Before commencing any formal legal proceedings, the Parties agree to attempt resolution through the following sequential process:

• Step 1 — Good-Faith Negotiation (30 days): Either Party may serve a written notice of dispute. Senior representatives of both Parties shall meet (in person or by video conference) within 14 days of such notice and shall negotiate in good faith for a period of up to 30 days from the date of the notice, or such longer period as the Parties may agree in writing.
• Step 2 — Courts of England and Wales: If the dispute has not been resolved within the 30-day negotiation period, the Parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for final resolution.

8.1 Price & Volume

The agreed commercial terms for this forward off-take are set out below and form a binding Schedule to this Agreement:

8.2 Payment Method & Timing

Payment shall be made by bank wire transfer on the date of sale (the Effective Date of this Agreement), in full, in Pounds Sterling (GBP), to the Seller's designated account:

8.3 Payment Confirmation

Upon receipt of cleared funds, the Seller shall issue to the Buyer a Letter of Receipt per Article 4.1 within 2 business days, confirming the contracted volume, consideration received, Agreement reference, and milestone schedule. This Letter of Receipt constitutes the Buyer's formal record of commercial commitment.

9.1 Reporting Obligation

The Seller shall provide the Buyer with a written Quarterly Progress Report within 10 business days following the end of each calendar quarter (31 March, 30 June, 30 September, 31 December) throughout the Performance Window. Reports shall be delivered via email to the Buyer's designated contract administrator.

9.2 Minimum Report Contents

Each Quarterly Progress Report shall include, at minimum:

• Status of each Milestone (M-1 through M-8) against target dates, with RAG (Red/Amber/Green) rating;
• Current status of the Condition Precedent (Article 3.1), including confirmation of whether the Carbon-Rights Assignment and No-Double-Claiming Declaration have been executed;
• Progress on VVB engagement and Letter of Authorisation (M-6);
• Registry pipeline status — current position in GS4GG or GCC 2.0 programme workflow;
• ICROA Code V3.5 compliance status update;
• Any material changes to project scope, timeline, or risk factors;
• Where any milestone has been missed: a written remediation plan with revised target dates.

9.3 Buyer's Right of Enquiry

In addition to quarterly reports, the Buyer shall have the right to submit one written enquiry per quarter requesting specific additional information on validation progress or CP status. The Seller shall respond in writing within 10 business days.