Life Cycle Investments

TERMS AND CONDITIONS OF CARBON CREDIT PURCHASE

By clicking an “I accept” button or check box on the LIFECYCLE INVESTMENTS Platform when
purchasing Carbon Credits from Natural Capital Exchange Inc., a Delaware
corporation (“LCI”), Buyer agrees to and accepts these Terms and Conditions of
Carbon Credit Purchase and the terms, disclaimers, and disclosures contained on
the LIFECYCLE INVESTMENTS Platform (together with the information submitted by Buyer during the
purchase process, this “Agreement”). Capitalized terms have the definitions
below.

DEFINITIONS

“Agreement” is defined in the preamble to this Agreement.

“Business Day” means a day on which the United States of America Federal Reserve
member banks are open for business, other than days listed as “LIFECYCLE INVESTMENTS Observed
Holidays” on the LIFECYCLE INVESTMENTS Platform. A Business Day begins at 8:00 a.m. and ends at
5:00 p.m. Pacific Prevailing Time.

“Buyer” means the specific legal entity or person purchasing Carbon Credits
under this Agreement, as identified by Buyer through the LIFECYCLE INVESTMENTS Platform.

“Carbon Credit” means a credit issued by LIFECYCLE INVESTMENTS and held in the Registry
representing the right of the account holder in whose account the credit is
recorded or a buyer on whose behalf LIFECYCLE INVESTMENTS retires the credit to claim the
environmental and climate benefit equivalent to the permanent removal from, or
reduced emission to, the atmosphere of one (1) MTCO2e (and all resulting
environmental and climate benefits).

“Contract Price” means the total price (in U.S. dollars, including taxes if any)
per Carbon Credit that Buyer agrees to pay LIFECYCLE INVESTMENTS for the specific quantity of
Carbon Credits identified by Buyer through the LIFECYCLE INVESTMENTS Platform.

“Contract Quantity” means the number of Carbon Credits that Buyer agrees to buy
from LIFECYCLE INVESTMENTS at the Contract Price accepted by Buyer through the LIFECYCLE INVESTMENTS Platform.

“Default” and “Defaulting Party” are defined in Section 6.1.

“Effective Date” is defined in Article 1.

“Interest Rate” is equal to the Prime lending rate published under the heading
“Money Rates” in the Wall Street Journal on the date of calculation.

“Methodology” means a specific set of criteria and procedures, which apply to
specific project activities under the LIFECYCLE INVESTMENTS program, for identifying the project
boundary, determining the baseline scenario, demonstrating additionality,
quantifying net GHG emission reductions and/or removals, and specifying the
monitoring procedures.

“MTCO2e” means metric tons of carbon dioxide equivalent.

“LIFECYCLE INVESTMENTS Cycle” means a designated LIFECYCLE INVESTMENTS Performance Period and its associated
activities.

“LIFECYCLE INVESTMENTS Platform” means the LIFECYCLE INVESTMENTS Carbon Credit purchase and sale process and related
data, terms, disclaimers, and disclosures contained on the LIFECYCLE INVESTMENTS website platform
(www.lifecycleinvestments.com) relating to the purchase, sale, and retirement of Carbon
Credits.

“Payment Method” is defined in Section 2.1.A.

“Registry” means the registry used to record and maintain records of all Carbon
Credits and the information of all Carbon Credit holders under the LIFECYCLE INVESTMENTS
program.

“Party” means either LIFECYCLE INVESTMENTS or Buyer, depending on context, and “Parties” means LIFECYCLE INVESTMENTS
and Buyer collectively.

“Performance Period” means, with respect to a given Carbon Credit, the one (1)
year period during which landowners deferred the harvest of commercially usable
timber to generate that Carbon Credit.

“Program Area” means, with respect to a given Carbon Credit, the geographic area
within which timber harvest was deferred during the relevant Performance Period
in order to achieve environmental and climate benefit and generate the Carbon
Credit.

“Verification” means those processes by which Carbon Credits are verified by a
Verifier, documented in a Verification Report, and issued and listed on the
Registry.

“Verification Report” means, with respect to any Carbon Credit, the written
report by the Verifier assessing the conformity of the Carbon Credit and the
greenhouse gas and other environmental benefits it represents under the
Methodology, as detailed in the report.

“Verifier” means the independent third-party entity engaged by LIFECYCLE INVESTMENTS to assess the
Carbon Credit under the Methodology and produce the relevant Verification
Report.

ARTICLE 1
EFFECTIVENESS AND TERM

This Agreement shall become effective upon Buyer clicking an “I accept” button
or check box at the time of purchase of Carbon Credits through the LIFECYCLE INVESTMENTS Platform
(the “Effective Date”). This Agreement shall remain in force and effect until
both Parties have satisfied all their obligations and liabilities hereunder.

ARTICLE 2
OBLIGATIONS

2.1 Buyer’s Obligations

Buyer agrees as follows:

1. Payment. Buyer shall make payment in full (in an amount equal to the Contract
   Price times the Contract Quantity) to LIFECYCLE INVESTMENTS by credit or debit card (“Payment
   Method”) at the time of purchase. By presenting a Payment Method to LIFECYCLE INVESTMENTS to
   purchase Carbon Credits, Buyer (or the individual acting on behalf of Buyer if a
   legal entity) (1) authorizes LIFECYCLE INVESTMENTS or its designated agent to charge or debit the
   Payment Method for the amount due, and (2) certifies that Buyer (or such
   individual) is authorized to use the Payment Method for the purchase of Carbon
   Credits under this Agreement, that such Payment Method has sufficient funds or
   credit to satisfy the amount due, and that, upon completion of a purchase under
   this Agreement, Buyer (or any individual acting on behalf of Buyer) shall not
   seek to charge back or reverse this purchase made on such Payment Method.
2. No exercise of rights until confirmation of Carbon Credit retirement. Until
   Buyer has paid LIFECYCLE INVESTMENTS the full amounts due for purchase of the Carbon Credits
   specified by Buyer through the LIFECYCLE INVESTMENTS Platform and has received a certificate from
   LIFECYCLE INVESTMENTS pursuant to Section 2.2.B that the purchased Carbon Credits have been
   retired, Buyer shall have no right to make any claim of environmental or climate
   benefit or exercise any right represented by such Carbon Credits. Buyer
   understands that, pursuant to Section 2.2.B, Buyer may not receive such
   certificate for up to 18 months after making payment.
3. Use and disclosure of information. Buyer consents to LIFECYCLE INVESTMENTS’s storage, use, and
   disclosure of information relating to this Agreement, that Buyer has entered
   into this Agreement, and all activities in furtherance of this Agreement to the
   extent needed to support creation, issuance, Verification, if any, registration,
   and retirement of the Carbon Credits (including the disclosure of Buyer’s name
   in the public section of the Registry); marketing of Carbon Credits to
   prospective buyers; or any related inquiries by a governmental authority. LIFECYCLE INVESTMENTS’s
   rights with respect to storage, use, and disclosure of information shall survive
   following the full performance or termination of this Agreement. LIFECYCLE INVESTMENTS’s current
   privacy policy is posted on the LIFECYCLE INVESTMENTS Platform, but is subject to change by
   posting of a revised policy to the LIFECYCLE INVESTMENTS Platform.

2.2 LIFECYCLE INVESTMENTS Obligations

2. Proof of Purchase. Upon receiving Buyer’s payment in full pursuant to Section
   2.1.A, LIFECYCLE INVESTMENTS shall promptly deliver proof of Buyer’s purchase to Buyer via email.
   Buyer understands that this proof of purchase is evidence of Buyer’s payment,
   but does not confer the right to make any claim of environmental or climate
   benefit, nor to exercise any right represented by Carbon Credits.
3. Carbon Credit Retirement and Certificate. Promptly after Buyer makes payment
   in full pursuant to Section 2.1.A and LIFECYCLE INVESTMENTS issues Carbon Credits meeting Buyer’s
   specifications (whichever is later), and in no event later than 18 months after
   Buyer’s payment in full, LIFECYCLE INVESTMENTS shall retire Carbon Credits in the Registry on
   Buyer’s behalf in the quantities and meeting any specifications indicated
   through the LIFECYCLE INVESTMENTS Platform at the time of purchase. After retiring such Carbon
   Credits, LIFECYCLE INVESTMENTS shall deliver to Buyer via email a certificate of Carbon Credit
   retirement describing the Carbon Credits retired on Buyer’s behalf. Receipt of
   such certificate shall confer on Buyer the sole right to claim the environmental
   and climate benefits represented by such Carbon Credits. The right to make such
   claims shall not be transferrable to any individual or entity other than Buyer
   for any reason. Carbon Credits retired pursuant to this Agreement cannot be
   unretired or resold under any circumstances.
4. Verification. LIFECYCLE INVESTMENTS shall make commercially reasonable efforts to achieve
   Verification that all Carbon Credits retired pursuant to Section 2.2.B were
   issued in conformity with the applicable Methodology for the corresponding
   Performance Period(s), as described in Section 2.2.D. Buyer shall cooperate with
   and support, to any reasonable extent as requested by LIFECYCLE INVESTMENTS, but without any
   out-of-pocket expense or cost to Buyer, efforts involved in the Verification,
   including the work of a Verifier, for all such Carbon Credits.
5. Carbon Methodology. The Carbon Credits LIFECYCLE INVESTMENTS retires pursuant to Section 2.2.B
   (or Section 3.2.A, if LIFECYCLE INVESTMENTS instead retires comparable credits pursuant to that
   section) shall have been issued by LIFECYCLE INVESTMENTS in accordance with a Methodology
   developed and applied by LIFECYCLE INVESTMENTS in its sole discretion for each Performance Period
   under the LIFECYCLE INVESTMENTS program. At the time LIFECYCLE INVESTMENTS delivers the certificate of Carbon Credit
   retirement pursuant to Section 2.2.B, LIFECYCLE INVESTMENTS shall make available the details of
   the Methodology applicable to the retired Carbon Credits upon request by Buyer.
   The Parties agree that the Methodology is subject to continuous improvement, but
   that LIFECYCLE INVESTMENTS intends to use only one version of the Methodology for all Credits
   issued in each Performance Period. LIFECYCLE INVESTMENTS shall have no obligation to make
   adjustments or retroactively apply changes made to the Methodology to Buyer’s
   Carbon Credits purchased under this Agreement.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

3.1. Buyer’s Representations and Warranties

Buyer represents and warrants as follows:

2. No exercise of rights conferred by Carbon Credits before receiving
   certificate of Carbon Credit retirement. Buyer has not made, and shall not make,
   any claim regarding greenhouse gas removals or emissions reductions,
   environmental or climate benefits, or any similar or related claim, whether
   specific to any particular Carbon Credit(s) retired or to be retired pursuant to
   this Agreement and the deferred harvest of commercially usable timber to which
   they correspond or in general or aggregate terms with respect to Buyer’s
   operations and environmental impacts, without having first received LIFECYCLE INVESTMENTS’s
   certificate of Carbon Credit retirement pursuant to Section 2.2.B conferring the
   right to make such claim(s). Buyer has not conveyed, and shall not convey, the
   right to make any such environmental claim or authorized any other person or
   entity, whether expressly or by implication, and whether formally or informally,
   to make any such environmental claim. Buyer is not aware of any action,
   information, or circumstance that would interfere with the ability of Buyer to
   make legitimate claims of greenhouse gas removal or emission reduction and other
   environmental or climate benefits based on retirement of such Carbon Credits.
   Buyer understands that, notwithstanding whether or not Carbon Credits have been
   retired, making any such claim based on those credits shall constitute exercise
   of the rights represented by those credits, and shall result in LIFECYCLE INVESTMENTS immediately,
   irrevocably retiring any unretired Carbon Credits necessary to support such
   claims.
3. Material Accuracy. Buyer is not aware of any material inaccuracy or omission
   in the information provided by LIFECYCLE INVESTMENTS with respect to the Carbon Credits purchased
   by Buyer and retired by LIFECYCLE INVESTMENTS pursuant to this Agreement.
4. No encumbrance of real property. Buyer understands and acknowledges that
   neither creation, possession, nor retirement of a Carbon Credit constitutes a
   right to, interest in, or encumbrance of any real property with which any Carbon
   Credit is associated.
5. [Reserved.]
6. Authority to bind Buyer. If Buyer is a legal entity and not an individual,
   Buyer and such individual each represent and warrant to LIFECYCLE INVESTMENTS that such individual
   has legal authority to bind Buyer to this Agreement.

3.2. LIFECYCLE INVESTMENTS Representations and Warranties

LIFECYCLE INVESTMENTS represents and warrants as follows:

2. No exercise of rights conferred by Carbon Credits. LIFECYCLE INVESTMENTS is not aware of any
   action, information, or circumstance that would interfere with Buyer’s right to
   make legitimate claims of greenhouse gas removal or emission reduction and other
   environmental and climate benefits based on Carbon Credits purchased pursuant to
   this Agreement, subject to the irrevocable retirement in the Registry of such
   Carbon Credits and delivery by LIFECYCLE INVESTMENTS of a certificate of retirement under Section
   2.2.B prior to exercise of such right. If LIFECYCLE INVESTMENTS becomes aware of any such claim or
   exercise of right by any previous holder of the Carbon Credit(s) purchased and
   retired pursuant to this Agreement during the time in which the previous holder
   held such credits, LIFECYCLE INVESTMENTS shall (i) promptly notify Buyer of such circumstance;
   (ii) if required in light of such circumstances, promptly and irrevocably retire
   any Carbon Credit(s) affected by such circumstances; (iii) if any Carbon Credits
   were retired pursuant to (ii), and to the extent necessary to support Buyer’s
   credible environmental claims and exercise of rights represented by any credits
   so retired, promptly retire on Buyer’s behalf, at no charge, sufficient
   unretired Carbon Credits to convey the same or greater rights to make claims as
   would have been represented by any Carbon Credits so retired, and (iv) deliver
   to Buyer a certificate of retirement with respect to such Carbon Credits
   comparable to the certificate that LIFECYCLE INVESTMENTS would have issued pursuant to Section
   2.2.B. LIFECYCLE INVESTMENTS shall have no obligation to retire additional Carbon Credits on
   Buyer’s behalf pursuant to this paragraph with respect to any environmental or
   climate claims except those made by a previous holder of Carbon Credits to be
   purchased and retired pursuant to this Agreement, during the time when such
   previous holder held such credits and requiring the irrevocable retirement of
   such credits based on the nature of such claims.
3. Information provided to the Buyer. At the time LIFECYCLE INVESTMENTS provided Buyer any
   information related to the Agreement or to any Carbon Credits to be purchased
   and retired pursuant to this Agreement, LIFECYCLE INVESTMENTS was unaware of any material error or
   omission in such information. Any such information provided by LIFECYCLE INVESTMENTS was for
   Buyer’s information only, and any reliance by Buyer on such information is at
   Buyer’s sole risk.

3.3. Mutual Representations and Warranties

Each Party represents and warrants to the other as follows:

1. Authority. (i) Such Party is person or legal entity duly formed and validly
   existing and in good standing under the laws of the state in which it is formed
   or incorporated, (ii) it has the full power and authority to execute, deliver,
   and perform this Agreement and to carry out the transactions contemplated
   hereby; (iii) its execution, delivery, and carrying out of the transactions
   contemplated herein have been duly authorized by all requisite entity action,
   and this Agreement has been duly executed and delivered by such Party and
   constitutes a legal, valid, and binding obligation of such Party, enforceable
   against it in accordance with the terms hereof, except to the extent that
   enforceability may be limited by bankruptcy or other similar laws generally
   affecting creditors’ rights generally or by equitable principles; (iv) no
   authorization, consent, notice to or registration or filing with any
   governmental authority or third party is required for the execution, delivery
   and performance by such Party hereof; (v) none of the execution, delivery and
   performance by such Party hereof conflicts with or will result in a breach or
   violation of any law, contract, agreement, order or instrument to which such
   Party is a party or is bound; (vi) there are no proceedings by or before any
   governmental authority, now pending or (to such Party’s knowledge) threatened,
   that if adversely determined could have a material adverse effect on such
   Party’s ability to perform its obligations hereunder; and (vii) it is acting for
   its own account, has made its own independent decision to enter into this
   Agreement and as to whether this Agreement is appropriate or proper for it based
   upon its own judgment, is not relying upon the advice or recommendations of the
   other Party in so doing, and is capable of assessing the merits of and
   understanding, and understands and accepts, the terms, conditions and risks of
   this Agreement.
2. No further representations or warranties. Neither Party makes any
   representation or warranty to the other beyond those expressly stated in this
   Article 3.

ARTICLE 4
NOTICES

All notices, requests, demands, offers, and other communications required or
permitted to be made under this Agreement will be in writing, delivered in the
case of Buyer to the email address Buyer provided to LIFECYCLE INVESTMENTS at the time of payment
through the LIFECYCLE INVESTMENTS Platform, and in the case of LIFECYCLE INVESTMENTS to the applicable email address
and contact person specified in the LIFECYCLE INVESTMENTS Platform. Notices by email will be
effective when sent to the email address provided by the receiving Party. Either
Party may change its address or contact person for notices by giving at least
ten (10) days’ notice of such change through the LIFECYCLE INVESTMENTS Platform.

ARTICLE 5
GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by and construed in accordance with the laws of the
State of New York without regard to its conflict of laws principles. Any claim,
controversy or dispute arising under or relating to this Agreement that the
Parties are unable to resolve themselves will be settled by binding arbitration
in New York, New York, administered by JAMS in accordance with its then-current
Comprehensive Arbitration Rules and Procedures, as modified or supplemented
hereby, and judgment on the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof. In the event of any suit, arbitration or
other proceeding between the Parties with respect to this Agreement or any of
the transactions contemplated hereby or subject matter hereof, the prevailing
Party will, in addition to such other relief as the court or arbitrator may
award, be entitled to recover reasonable attorneys’ fees, costs and expenses of
investigation.

ARTICLE 6
EVENTS OF DEFAULT AND REMEDIES

6.1. Default
“Default” or “Event of Default” means, with respect to a Party (a “Defaulting
Party”), the occurrence of any of the following:

(a) the failure to make, when due, any payment required pursuant hereto if such
failure is not remedied within ten (10) Business Days after written notice of
such failure is provided by the non-Defaulting Party;

(b) any representation or warranty made by such Party herein is or becomes false
or misleading in any material respect when made and such Party does not cure the
underlying facts so as to make such representation and warranty correct and not
misleading within five (5) Business Days after written notice of such failure is
provided by the non-Defaulting Party;

(c) any bankruptcy, receivership or insolvency petition or action is filed by or
against such Party; or

(d) a Party fails to perform or violates any other material covenant or
obligation set forth herein if such failure or violation is not remedied within
ten (10) Business Days after written notice of such failure is provided by the
non-Defaulting Party.

6.2. Remedies
In an Event of Default, the non-Defaulting Party shall have the right, but not
the obligation, to terminate this Agreement by providing written notice to the
Defaulting Party. If Buyer is the Defaulting Party, in addition to pursuing any
and all remedies available under applicable law, LIFECYCLE INVESTMENTS shall have the right to
exclude Buyer from participating in any subsequent transactions under LIFECYCLE INVESTMENTS. If
LIFECYCLE INVESTMENTS is the Defaulting Party, Buyer shall have the right to pursue any and all
remedies available under applicable law, except as limited by this
Agreement.

6.3 Limitation on Damages
In no event will either Party be liable to the other under this Agreement for
any consequential, incidental (except for its reasonable costs and attorneys’
fees pursuant to Article 5), punitive, exemplary, or indirect damages in tort,
contract, or otherwise.

6.4 No Recourse Against Real Property
No obligation of either Party hereunder shall be secured by or deemed to create
any right or interest in real property in connection with LIFECYCLE INVESTMENTS or any Carbon
Credit(s), and no remedy shall be available to either Party if its availability
or exercise would constitute an encumbrance on real property.

ARTICLE 7
STANDARD PROVISIONS

7.1 Additional Documents
Each Party, upon the reasonable request of the other Party, will perform any
further acts and execute and deliver such documents that may be reasonably
necessary to carry out the intent and purpose hereof.

7.2 Assignment
Neither Party shall assign this Agreement, in whole or in part, without the
other’s written consent; except that a Party may, without consent (i) pledge,
encumber or assign this Agreement or the accounts, revenues or proceeds hereof
in connection with any financing or other financial arrangements; (ii) assign
this Agreement to an affiliate if the affiliate’s creditworthiness is equal to
or higher than that of the assigning Party; or (iii) assign this Agreement to
any person or entity succeeding to all or substantially all of the assets of the
assigning Party whose creditworthiness is equal to or higher than that of the
assigning Party; provided, however, that in each such case, any such assignee
shall agree in writing to be bound by the terms and conditions of this Agreement
and reasonable prior notice of such assignment shall be given to the other
Party. No assignment of rights or obligations under this Agreement shall release
the assigning Party of its obligations hereunder. All of the rights, benefits,
liabilities, and obligations of the Parties shall inure to the benefit of and be
binding upon their respective permitted successors and permitted assigns. A
Party’s consent to any assignment shall not constitute or imply consent to any
subsequent assignment. Any assignment of rights and/or obligations under this
Agreement shall be subject to the limitations and conditions as set forth in
this Section 7.2.

7.3 Audit and Inspection
LIFECYCLE INVESTMENTS shall maintain adequate records to assist Buyer in meeting any reporting or
registration requirements associated with the Carbon Credits retired on Buyer’s
behalf by LIFECYCLE INVESTMENTS under this Agreement. LIFECYCLE INVESTMENTS shall provide such records upon
reasonable notice from the Buyer. If any such examination reveals material
inaccuracy in any statement, the Parties shall make the necessary adjustments
promptly, and amounts discovered to be so due shall bear interest calculated at
the Interest Rate from the date the overpayment or underpayment was made until
paid.

7.4 Goodwill and Publicity
Each Party shall be allowed to use any name, trade name, service mark or
trademark of the other Party in any promotional or advertising material,
website, customer list, press release or similar announcement that indicates
that the Buyer is a customer of LIFECYCLE INVESTMENTS or that LIFECYCLE INVESTMENTS sold Carbon Credits to the
Buyer. Notwithstanding the foregoing, each Party shall be required to obtain the
written consent of the other, such consent not to be unreasonably withheld,
prior to using any name, trade name, service mark or trademark of the other
Party in any other way. Without limiting the generality of the foregoing, all
public statements must accurately reflect the rights and obligations of the
Parties under this Agreement.

7.5 [Reserved]

7.6 Counterparts
This Agreement may be executed in multiple counterparts and signed counterparts
hereof may be delivered by email or tele facsimile and other electronic form,
and all such counterparts taken together will constitute one and the same
original instrument.

7.7 Entire Agreement
This Agreement constitutes the entire agreement between the Parties concerning
the subject matter hereof, and supersedes all previous communications,
representations, or contracts, either written or oral, that purport to describe
or embody the subject matter hereof. There are no oral understandings, terms, or
conditions and neither Party has relied upon any representation, express or
implied, not contained in this Agreement.

7.8 No Third-Party Beneficiaries
There are no intended third-party beneficiaries hereof, and this Agreement
should not be construed to create or confer any right or interest in or to, or
to grant any remedies to, any third party as a beneficiary of this Agreement or
of any duty, obligation, or undertaking established herein.

7.9 Severability
Any part hereof that is or becomes invalid, illegal, or unenforceable may be
severed from the remainder hereof, and to the extent possible, the Parties will
use reasonable efforts to replace any such part with provisions that preserve
their original intent.

7.10 Survival Rights
This Agreement will continue in effect after termination to the extent necessary
to allow either Party to fulfill or enforce its respective rights or obligations
that have accrued under this Agreement prior to such termination.

7.11 Waiver, Amendment
None of the terms or conditions of this Agreement may be amended or waived
except in writing and signed by the Parties. The Parties agree that no waiver,
amendment, or modification of this Agreement will be established by conduct,
custom, or course of dealing. The failure of a Party to require performance of
any provision of this Agreement will not limit such Party’s right to seek such
performance at a later time. Similarly, a Party’s waiver of its rights with
respect to any Default or any other matter arising in connection with this
Agreement will not be considered a waiver with respect to any subsequent Default
or matter.

7.12 Change in Law
If any statutes, rules, regulations, permits or authorizations are enacted,
amended, granted or revoked which have the effect of changing the Carbon Credit
purchase, sale, and retirement procedure set forth in this Agreement so that the
implementation of this Agreement becomes impossible or impracticable, or
otherwise revokes or eliminates a Methodology upon which a Party or the Parties
collectively relied, the Parties agree to negotiate in good faith to amend this
Agreement to conform with such new statutes, regulations, or rules in order to
maintain the original intent of the Parties under this Agreement.

7.13 Forward Contract
The Parties acknowledge and agree that this Agreement constitutes a “forward
contract” within the meaning of the U.S. Bankruptcy Code, and Buyer and LIFECYCLE INVESTMENTS are
“forward contract merchants” within the meaning of the U.S. Bankruptcy Code.
Each Party further agrees that, for all purposes of this Agreement, each Party
waives and agrees not to assert the applicability of the provisions of 11 U.S.C.
§ 366 in any bankruptcy proceeding wherein such Party is a debtor.

7.14 Relationship of the Parties
The relationship of the Parties under this Agreement is that of buyer and
seller. The Parties specifically state their intention that this Agreement is
not intended to create any agency relationship or a partnership or any other
co-owned enterprise unless specifically agreed to by the Parties in a separate
written instrument. Except as specifically provided herein, each Party shall
continue to have the right to contract independent of the other Party with
individuals and entities. Each Party shall be responsible for its own operating
expenses and personnel expenses.

7.15 Taxes
Should any sales and/or use tax be imposed on any part of this transaction, at
any time, said tax shall be collected from the Buyer as part of the Contract
Price and remitted by LIFECYCLE INVESTMENTS. Buyer will also be responsible for any use, ad
valorem, and other taxes imposed in connection with its ownership of Carbon
Credits at any point after the delivery of such credits.