SPECCX PLATFORM AGREEMENT 
Updated: June 2025 

Preliminaries. This Agreement (the “Agreement”), dated as of this date (the “Effective Date”), is by and between SPECCX, LLC (“SPECCX”) and Participant (“Participant”). SPECCX and Participant shall be referred to collectively as the “Parties”. SPECCX is a software platform (the “Exchange”) that enables a farmer of specialty crops such as fruits and vegetables, among other agricultural commodities, to enter into contracts for the sale of such goods to groceries and other buyers of agricultural commodities.  Whereas Participant either owns a buyer of specialty crops or owns, in whole or in part, one or more farms that produce specialty crops such as fruits, vegetables, eggs, and/or other agricultural products for sale to groceries and other buyers of such goods, Participant wishes to use the Exchange pursuant to the terms set forth in this Agreement on behalf of its affiliated companies to enter into contracts for the sale of fruits, vegetables, eggs and/or other agricultural commodities.  In consideration of the mutual covenants, terms and conditions set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following terms.  

Mutual Duty to Cooperate. The Parties shall provide all cooperation and assistance as may reasonably be requested to enable the parties to exercise their rights and perform their obligations under this Agreement. 

Mutual Duty to Comply with Rules of Exchange and End User License Agreement. The Parties hereby agree to comply with the Rules of SPECCX (“Rules”) and the SPECCX End User License Agreement (“EULA”) incorporated herein by reference.  Participant acknowledges that the Rules of SPECCX are available at  https://www.speccx.com/rules-of-speccx and that the End User License Agreement is available at https://www.speccx.com/end-user-agreement.  Participant acknowledges that both the Rules and the EULA may be amended by SPECCX from time to time at the discretion of SPECCX.  The Participant is directed to the Rules for provisions governing the manner of use of the Exchange.  The Participant is directed to the End User License Agreement for provisions governing Authorizations and Restrictions, Confidentiality, Force Majeure, Indemnification and Limitations of Liability of SPECCX.    

Participant Duty to Pay Transaction Fees to SPECCX. In exchange for the use of the Exchange, Participant agrees to pay transaction fees to SPECCX (“Fees”) pursuant to Rule 5.1 of the Rules in an amount agreed upon by the Participant and SPECCX.  All amounts payable to SPECCX under this Agreement shall be paid by Participant in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason other than as may be required by applicable law.    

Mutual Right to Terminate. This Agreement shall commence on the Effective Date and will continue until the end of the calendar year, at which point the agreement will renew for 12 months unless terminated at least 90 days prior to January 1 of the new year; notice of termination must be written and received at the address set forth herein or by way of email addressed to info@speccx.com.  Termination of this Agreement shall not affect the rights or duties of either party accrued prior to and including the date of termination or expiration and/or any terms intended expressly or by implication to survive termination or expiration, including pending transactions on the Exchange. 

Mutual Representations and Warranties. The Parties represent and warrant to one another that (a) each party has the full right, power and authority to enter into and perform its obligations and grant the rights, consents and authorizations it grants or is required to grant under this Agreement; and (b) when executed and delivered by both parties, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.  Participant represents and warrants that it has the full right, power and authority to enter into contracts for fruits, vegetables and other agricultural products on behalf of each of its affiliated companies and all amendments thereto.  

Assent to Forward Contracts. The Parties hereby acknowledge, approve and give assent by signing this Agreement that SPECCX facilitates transactions in a contract whose performance is planned for some future time (“Forward Contract”) and whose obligations as to either party may be impossible to satisfy within twelve (12) months immediately following the origination of such contract and that the Parties understand that by signing this Agreement they are agreeing to be bound by such contracts even though twelve (12) months or more may pass immediately following such origination before either party can fully satisfy its obligations under such contract.   

Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. 

Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. 

Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Tennessee. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee in each case located in the city of Nashville and County of Davidson, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. 

Assignment.  Participant may assign this Agreement upon written notice to SPECCX at 5205 Maryland Way, Suite 300, Brentwood, TN 37027 delivered prior to the execution of any assignment.  This Agreement is binding upon and inures to the benefit of SPECCX’s successors and assigns. 

Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 

Version Version 2.0 as of June 5, 2025