Legal Agreement

Introduction

This Agreement is entered into between Involtor Consult SRL, a company registered in Romania, Ploiesti, Malu Rosu street, 93A, being incorporated under 46274683 hereinafter referred to as
Project proponent, and the Instance of the Project Activities, identified and confirmed as the signatory party through digital confirmation of signature (hereinafter referred to as
Instance or ‘Project instance’), collectively referred to as the Parties

Recitals

The Instance and Project Proponent (the “Parties” as defined herein) wish to enter into this irrevocable and enforceable Agreement subject to terms and conditions set forth herein for the implementation of the Project activity of the Project named “Involtor future agriculture East-Europe”

Article 1 - Definitions

1.1. This Legal Agreement is an enforceable and irrevocable agreement with the holder of the statutory, property or contractual right in the land, vegetation or conservational or management process that generates GHG emission reductions or carbon dioxide removals which vests Project ownership in the Project Proponent.

1.2. The Instance of the Project activities and Project Proponent shall have a legally binding obligation to ensure the permanence of carbon stocks for a period of 100 years, in accordance with the requirements set forth under VM0042 and applicable regulatory frameworks.

(i) Project Proponent is Involtor Consult SRL, Romania, Ploiesti, Malu Rosu Str., 93A, RO registration number 46274683;

(ii) Instance of the Project activity, (Instance, Project instances) identified and confirmed as the signatory party through digital confirmation of signature;

Project Activity means the specific set of technologies, measures and/or outcomes, specified in the methodology applied to project, that alter the conditions identified in the baseline scenario and which result in GHG emission reductions or removals;

Project ownership consists in “Legal Agreement” that the Project Proponent has with each Instance having the contractual right on the land within the project activities lie;

Effective Date means the date of the agreement as defined in Article 5;

Project crediting period means the time period for which GHG emission reductions or removals generated by the project are eligible for issuance as Verified Carbon Units;

Article 2 – Scope of the Legal Agreement

2.1. Scope of the Legal Agreement is for Involtor Consult SRL to perform:
2.1.1. List the Project
2.1.2. Develop the Project
2.1.3. Perform the Monitoring activity, Report, non-permanence Risk Report (risk rating that will generate “buffer credits” to safeguard against risks like land-use change or climate variability)
2.1.4. Organize and support the Validation / Verification arrangement by an accredited 3 rd party
2.1.5. Register the Project
2.1.6. Initial issuance of verified carbon credits
2.1.7. Monitor and Risk Reports at intervals that will be defined later
2.1.8. Periodic issuance of verified carbon credits
2.1.9. Renewal process including validators rotation
2.1.10. Initiate the subsequent retirement and cancelation (*) of carbon credits
2.1.11. Project Maintenance
(*) “cancelation” occurs where verified carbon credits are converted in other GHG credits
2.2 Scope of the Legal Agreement for Project Instances defines the obligations, requirements, and commitments of each enrolled instance under the project:
2.2.1 The signatory Instance of this contract assumes a binding obligation that, once enrolled, it will maintain and operate in accordance with the Verra standard and methodology.
2.2.2. Project instances must adopt at least one or a combination of the following approved regenerative agriculture practices:

2.2.2.1. Reduced or no-till farming to minimize soil disturbance.
2.2.2.2. Cover cropping to enhance soil organic matter and reduce erosion.
2.2.2.3. Crop rotation and diversification to improve soil health and microbial activity.
2.2.2.4. Organic amendments (compost, manure, biochar) to enrich soil carbon stocks.
2.2.2.5. Agroforestry and buffer strips to increase biomass carbon sequestration.
2.2.2.6. Optimized fertilizer use to reduce emissions from synthetic inputs.

Article 3 – Organizational matters

3.1. During the entire Project crediting period, each of the two legal entities maintains its independence, functioning completely independently and autonomously;
3.2. The Parties work together to define the activities of the project and further to their implementation following what is described in the Article 2;
3.3. Project Proponent does not claim and is not involved in the harvest;
3.4. The Parties do not have joint bank accounts no operating account; Parties do not carry out joint investments;

Article 4 - Ownership

4.1. Instance of the Project activity, (Instance) is having the contractual right on the land and has the legal right to control and operate the project activities occurring at farm level;
4.2.The Instance guarantees that the land and its carbon rights have not been assigned, pledged, or sold to any other Verra or carbon-related project;
4.3.Project Proponent is the project owner and is having the indisputable legal project ownership, and legal right of developing and presenting the project leading to GHG emission reduction and removal to the Registry on behalf of Instance having overall control and responsibility for the project;

Article 5 – Date of The Agreement

5.1. November 1 st , 2022

Article 6 – Project Name

6.1. Involtor Future Agriculture, East Europe

Article 7 – Project Crediting Period

7.1. The Project Crediting Period is 100 years, beginning on December 1, 2019, and ending on November 30, 2119. This duration is intended to support the long-term goals of carbon sequestration and climate impact, with specific renewal terms to be defined as required by applicable standards and regulations.
7.2. Project instances and Project Proponent commit to a monitoring period of 100 years, ensuring long-term carbon sequestration and practice continuation.
7.3.The Instance agrees to comply with Verra’s monitoring, verification, and reporting requirements.
7.4.The Instance consents to third-party verification visits when required by Verra or the project owner.

Article 8 – Contract Duration and Binding Effect

8.1. This Agreement shall have a binding duration of 100 years. It shall be legally obligatory upon, and inure to the benefit of, the parties hereto and their respective successors and assigns, ensuring that all terms, obligations, and benefits are upheld throughout the full term of this Agreement.

Article 9 – General Provisions

9.1. Projects and the implementation of project activities shall not lead to the violation of any applicable law, regardless of whether or not the law is enforced;
9.2. This Legal Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns;
9.3.This Legal Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Legal Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Legal Agreement;
9.4. This Legal Agreement shall be executed in accordance with applicable local law and organization’s own constitutional documents;

Article 10 – Governing Law and Jurisdiction

10.1. In case of disputes over ownership, carbon rights, or payment terms, the parties agree to resolve matters through arbitration rather than court litigation.
10.2. This Legal Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law, and the English courts shall have exclusive jurisdiction to settle any dispute arising from or connected with this Legal Agreement.


Article 11 – Legal Validity of Electronic Signature

Explicitly state that electronic acceptance is legally equivalent to a handwritten signature under local and international electronic signature laws (e.g., EU eIDAS Regulation, U.S. E-SIGN Act, and UNCITRAL Model Law).