Membership and Brand Licensing Agreement

Latitude Regenerative Real Estate is a Public Benefit Corporation incorporated in the State of Delaware, United States of America. For the purposes of this agreement, the Company shall be referred to as “Licensor,” and non-employee members of the community shall be referred as “Licensees” or “Members.”

Recitals

1. Licensor is the owner and holds exclusive intellectual property rights to the brand “Latitude Regenerative Real Estate.” Licensor’s various other intellectual property and materials, include, but are not limited to: proprietary management systems, trade names, corporate names, service marks, tag lines and descriptors, domain names, designs, typography, color palettes, internet sites, stationery, signage, promotional items, advertising and marketing materials, tradeshow booths, sponsorships, events, press releases, quarterly and annual reports, presentations, awards, photography, forms, electronic media and product names (the marks “Latitude” and “Regenerative Real Estate” and the various other intellectual property and materials which together constitute the brand image and language by which Licensor is known to the public are herein collectively referred to as, the “Brand Content”).

2. The Company’s offerings include a tiered membership offering to real estate professionals for purposes of professional development and brand building. “Real estate professionals” references anyone that is working within the greater real estate industry that includes architecture and design, development, and finance related sectors. The three membership tiers are: The Regenerative Practitioner (does not work under the Latitude brand); The Change Agent (Latitude branding); The Advanced Practitioner (may or may not be working under the Latitude brand)

3. The Latitude brand is available for independent licensed real estate agents to adopt as part of this Membership & Licensing agreement under the explicit condition that the licensed sales agent hangs their license with the brokerage firm eXp Realty, LLC, pays for the Change Agent Membership tier, and remains in good standing with the brokerage and the state and federal laws. eXp Realty does not have any financial interest in the Company.

4. Any member purchasing the Latitude Change Agent Membership plan must have a real estate sales license and it is required to operate under the umbrella of eXp Realty, LLC.

5. Licensor does not grant exclusive brand rights to any licensee in one particular geographic location.

Operative Terms

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

1. GRANT.

1. Licensor grants to certain Licensees a non-exclusive license to use the Brand Content, including, without limitation, the Marks and Licensor’s proprietary management systems in connection with Licensee’s Business only. The Licensee will make a good faith effort to actively participate in weekly meetings, workshops, and other opportunities that present themselves with the affiliation. Such license may not be assigned, pledged, encumbered or otherwise transferred by Licensee, voluntarily or involuntarily, by operation of law or otherwise, without Licensor’s prior written consent, and any attempt to do so will immediately void the license granted under this Agreement.

2. Licensor does not grant to Licensee, and nothing in this Agreement shall be construed as granting to Licensee, the right to license, sublicense or authorize others to use the Brand Content, without explicit approval from Licensor.

3. During the Term of this Agreement, Licensor shall have the sole and absolute right to grant other non-exclusive licenses of some or all of the Brand Content to other entities not affiliated with Licensee.

4. Licensee shall pay a monthly licensing/membership fee depending upon the membership tier of either (the fee is not inclusive of any Brokerage fees that are separate between the sales agent and the Brokerage):

   • $50 USD for Regenerative Real Estate Practitioner Membership (does not include Latitude branding);

   • $150 USD for Latitude Change Agent Membership (includes Latitude branding);

5. Licensee and Licensor give mutual permission to use website, graphics, and other marketing materials for general marketing purposes. Only the Latitude Change Agent membership tier (or Advanced Practitioner if within Latitude) can use any branding or marks with Latitude associated with it.

2. QUALITY CONTROL

1. Licensor and its Representatives has the right to oversee the use of the Brand Content by Licensees.

2. Licensee acknowledges that Licensor has provided to Licensee certain policies and standards necessary for the preservation of the culture, reputation, systems and manner of conducting business of Licensor and its Affiliates and the value associated with the Brand Content, and Licensee acknowledges by its execution of this Agreement that Licensee has received and reviewed those policies and standards as of the Effective Date (See Policies & Standards). Furthermore, Licensee acknowledges that Licensor shall have the right from time to time, in its sole and absolute discretion, to adopt new policies and standards or amend any existing policies and standards. Licensor shall give notice to Licensee by electronic transmission or other means of any subsequently adopted or amended policies and standards and, if requested by Licensor, Licensee shall promptly execute and deliver to Licensor, in the manner requested by Licensor, an acknowledgment of Licensee’s receipt and review of any subsequently adopted or amended policies and standards issued by Licensor (the policies and standards described in this Section 2.B., together with any subsequently adopted policies and standards, and any amendments to such policies and standards, are collectively called the “Policies & Standards”).

3. Licensee shall have the right to adopt additional policies and standards (“Licensee’s Policies”) that do not conflict with the Policies & Standards. If any of Licensee’s Policies conflict at any time with any of the Policies & Standards, Licensee shall, whether or not Licensor has given Licensee notice of such conflict, immediately discontinue use of such conflicting Licensee’s Policies. Without limiting the effect of the immediately preceding sentence, Licensor’s notice to Licensee of any conflict shall be deemed to constitute conclusive and incontrovertible evidence that such conflict exists.

4. Licensee shall not make or use any modification to any of the Brand Content without the prior express written approval of Licensor, which approval may be granted or denied at Licensor’s discretion.

5. Licensee will use the Marks and other Brand Content solely in connection with Licensee’s Business and materials relating to Licensee’s Business (collectively, the “Services”).

6. All services and products, if any, sold by Licensee shall comply with the Policies & Standards and the other terms and conditions of this Agreement and that of the Brokerage.

3. TERM AND TERMINATION.

1. This is an at-will monthly commitment that shall automatically renew.

2. Either party may terminate this Agreement upon giving written notice to the other party.

4. INDEMNITY.

1. Licensor assumes no liability to Licensee or to third parties with respect to the products and services advertised and sold by Licensee under or using the Brand Content.

2. Licensee agrees to indemnify and hold Licensor, its Affiliates, and their Representatives harmless from any and all damages, losses, costs, and liabilities (including, without limitation, legal fees and the cost of enforcing this indemnity, whether prior to, during or after trial, on appeal or in bankruptcy proceedings) which it or they may suffer or incur, that have arisen out of, resulted from or are connected to: (1) any claims, actions, or lawsuits by third parties against Licensor, its Affiliates, or any of their Representatives involving or arising from the products and services advertised and sold by Licensee to the extent not directly attributable to any fault of Licensor, its Affiliates, or its Representatives; (2) any disclosure or use of Confidential Information by Licensee or any of Licensee’s Representatives that is not permitted under the terms of this Agreement; (3) the failure by Licensee to comply with any of the Policies & Standards; or (4) a breach of or other failure by Licensee to comply with any of the terms or conditions of this Agreement.

7. INFRINGEMENT.

1. Licensee shall promptly notify Licensor of any conflicting use or infringement of any of the Brand Content of which Licensee may become aware and will cooperate with Licensor in every reasonable way to prosecute all acts or conduct that Licensor may deem necessary or advisable to protect the validity and exclusivity of Licensor’s rights in the Brand Content. Licensee will not take action independently of Licensor to prosecute any such acts or conduct without obtaining the prior, express, written approval of Licensor.

2. In the event that an unauthorized third-party uses the BrandContent, or any portion thereof, and such use is brought to Licensor’s attention by Licensee, Licensor will take steps to abate such use at Licensor’s expense if Licensor, after investigation and evaluation of such unauthorized use, concludes in its sole discretion that such use constitutes an infringement of its rights to the Brand Content and that there is a reasonable probability of success in taking action to abate such infringement.

8. CONFIDENTIALITY.

1. For purposes of this Agreement:(1)“Confidential Information” means the Policies & Standards, Licensor’s proprietary management systems and all trade secrets or other confidential or proprietary information, financial or otherwise, about the business, affairs, and assets of Licensor or its Affiliates whether or not any such documents, information, or materials are marked “confidential” or “proprietary”; (2) “Affiliate” means any entity that controls, is controlled by, or is under common control with another person or entity; (3) the term “control”, including the terms “controlling”, “controlled by” and “under common control with”, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract, or otherwise; and (5) “Representative” means the employees, contractors, agents, directors, officers, legal counsel, accountants and financial advisors of a party.

2. Licensee, and their Representatives shall not disclose or use any Confidential Information which is furnished, or to be furnished, to any of them by Licensor, its Affiliates or any of their Representatives at any time or in any manner other than as permitted by this Agreement.

3. Notwithstanding the prohibition in Section8.B., Licensee shall be entitled to disclose Confidential Information: (1) to its Representatives to the extent necessary to permit Licensee, the Portfolios and their Representatives to conduct Licensee’s Business; (2) to the extent such information becomes lawfully part of the public domain or is obtained by Licensee or any of its Representatives from a third-party other than in violation of this Agreement or any agreement with Licensor or its Affiliates; or (3) as compelled or required by a valid subpoena or other legal mandate; provided, however, in the event that Licensee, any of the Portfolios, or its Representatives receives such a subpoena or other legal mandate, it shall provide Licensor with prompt written notice of same as far in advance as practicable of the date such party is required to make such disclosure so that Licensor or any of its Affiliates may seek an appropriate protective order for the Confidential Information or waive compliance with the provisions of Section 8.B. However, if in the absence of a protective order or the receipt of a waiver hereunder, Licensee, any of their Representatives is nonetheless, in the written opinion of Licensee’s legal counsel, so compelled to disclose the Confidential Information, such entity or Representative may disclose only that portion of the Confidential Information that is, based on the written advice of its legal counsel, legally required to be disclosed.

9. DISPUTE RESOLUTION.

1. In the event of any dispute or claim between Licensor andLicensee under this Agreement, the Licensor and Licensee shall take it upon themselves to amicably work out the dispute without further escalation.

Latitude Values

1. Live regenerative values. Adopt the regenerative mindset and uphold regenerative values in your personal and professional life.

2. Personal transformation. Be ready to evolve and grow personally and professionally.

3. Be authentic. Tap into your unique talents and voice. The world needs your perspective and service.

4. Ecological thinking. We are in a community; think of your team members and clients’ well-being

5. Stewards of place. Honor the lands on which you live and reside.

6. Live in reciprocity. Give and then you will receive. Tend and you will enjoy abundance.

Policies & Standards

1. Licensee shall attempt to be as active as possible within the internal Regenerative Real Estate community to create a strong culture, and to help spur more business for both the Licensee, Licensor, and other Affiliates.

2. Licensee agrees to use and uphold the Latitude and Regenerative Real Estate Brands & Marketing Guidelines when communicating and advertising externally.

3. Licensees with the Latitude membership have the option to pay for and receive a @chooselatitude.com email address that is associated with the company’s calendar and Google Drive folders.

4. Licensee shall provide Licensor short and long form biographies along with as many high quality professional photos that they would like. Licensor will use these to help promote the Licensee via its website, social media accounts, press releases, and other communication channels and collateral.

5. Be mindful of your business practices—as a brand Latitude has strong environmental values and the more you can align your business with this, the more you become an attractor by walking the talk.

6. Latitude Signage: Licensor shall provide various signage templates and graphics for Licensee to choose from. If Licensee elects to create a custom sign, it must be approved by Licensor first.

7. Licensor has full discretion when referring company leads. Leads to Licensees bear a 25% referral fee.