INCORPORATION EUROPEAN BIOCHAR FOUNDATION

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1 INCORPORATION EUROPEAN BIOCHAR FOUNDATION Today, : 1. Mr Simon Shackley, residing in 85 Pentland Park, Loanhead, Midlothian, Scotland, UK, EH20 9PB, born in Marston Green, UK, on April thirtieth, nineteen hundred sixty five, having identified himself with a passport number, valid until February twenty-three two thousand fifteen; and 2. Mr Hans-Peter Schmidt, residing at CH-1974 Arbaz, Switzerland, Ancienne Eglise 9, born in Dresden, Germany, on June twenty-forth nineteen hundred seventy-two, married, having identified himself with an Identity Card number C , valid until May twenty-sixth, two thousand nineteen; and 3. Mr Frans Leendert Debets, residing at 9723 AN Groningen, Netherlands, Oosterhaven 8, born in Purmerend, Netherlands, on September twentieth nineteen fifty four, married, having himself identified with a passport number NX 58009P9, valid until May tenth, two thousand seventeen. The persons appearing stated that by this deed they wish to incorporate a foundation and to adopt for this purpose the following articles of association: Name and Seat Article 1 1. The Foundation bears the name: EUROPEAN BIOCHAR FOUNDATION (EBC) [STICHTING BIOCHAR EUROPE FOUNDATION] 2. It has its registered office at the Municipality of Groningen. Objective Article 2 1. The EBC has as its objective: a. Assuring the sustainability of biochar production and biochar applications for environmental, agricultural and industrial uses in Europe and the rest of the world; and b. Performing all and any further actions which may be related to the above objective in the widest sense of the word, or which may serve to promote this. 2. The EBC aims to achieve its objectives by, inter alia: a. Creating international scientific networks in biochar research; b. Supporting and stimulating research and development of biochar production technologies, biochar post production treatment, biochar characterisation, and biochar applications for the environment, agriculture and industry; c. Integrating the biochar technology into the broader biomass strategies including biomass production, biomass recycling and bioenergy generation; d. Creating concepts of nutrient cycle efficient, environmentally safe and economically viable techniques of biochar utilisation;

2 e. Improving the knowledge transfer from science to practice and from practice to science; f. Scientific evaluation and horizon scanning of new scientific data as well as of new ideas and experience from practice and technology; g. Evaluating (long term) effects of biochar and undertaking impact studies of different biochar use scenarios; h. Dissemination of biochar knowledge by organising conferences, seminars, public courses, by publishing manuals, books, journals, and by making use of the media (such as printed and digital media) and of any other legally permissible means; i. Advising authorities, enterprises, non-governmental organizations, educational and research institutes, biochar feedstock producers, biochar producers and biochar end-users; j. Developing and implementing biochar certification and classification schemes for sustainable biochar production and biochar use; k. Monitoring biochar certification by means of auditing, controlling and authorising organisations that perform the certification of biochar production and applications. EBC Steering Board Statues Steering Board Composition and Manner of Appointment Article 3 1. The EBC is managed by a board comprised of at least three (3) members, which number shall be determined by the board unanimously. 2. The board members are appointed by the board unanimously. 3. The board members are appointed for an indefinite period. Any vacancies must be filled as soon as possible. 4. The board shall appoint from their number two chairpersons who chair the board collectively. 5. The board shall appoint a secretary and a treasurer from their number. The offices of secretary and treasurer may be combined. 6. The chairpersons are appointed for a period of one year. They can be re-elected. 7. The chairpersons have to inform the board regularly about their activities on behalf of the EBC. 8. A Register of Interests has to be compiled, in which Board Members will indicate their personal and professional interests related to biochar. 9. In the event of one or more vacancies arising within the board, the board shall retain its powers. 10.The board members do not receive any remuneration for their activities. They are, however, entitled to reimbursement of any expenses incurred by them in the exercise of their duties. Steering Board Duties and Powers Article 4 1. The board is charged with managing the Foundation. 2. The board is not entitled to decide to enter into agreements on the acquisition, alienation and encumbrance of property, unless this decision is taken unanimously by all the board members being in

3 office. 3. The board is not entitled to decide upon the entering into agreements for which the Foundation commits itself as several or joint debtor, warrants a performance by third parties or binds itself as a surety for others, unless this decision is taken unanimously by all the board members being in office. 4. Testamentary dispositions may only be accepted with the benefit of inventory. Steering Board Meetings Article The meetings of the board are held in the Netherlands at a location to be decided at the time of convocation, or if all board members agree, elsewhere in Europe or on the internet communication platform of the EBC 2. Annually within six months after the end of the financial year, a meeting of the board ( the annual meeting ) shall be held, at which meeting in any case the adoption and approval of the balance sheet and profit and loss account will be on the agenda. 3. Meetings will furthermore be held whenever convened by one of the board members. 4. The meetings will be convened at least seven days in advance, not counting the day of convocation and the day of the meeting, by means of a convocation notice. In addition to the place and time of the meeting the convocation notice shall state the business to be transacted at the meeting. 5. The meetings are chaired by the chairman of the board. In case of his/her absence the meeting is chaired by the attending board members. Until that moment the meeting will be chaired by the oldest attending board member. 6. The secretary shall take minutes of the proceedings of the meeting. In the absence of the secretary, the person chairing the meeting shall be appointed minutes secretary. The minutes shall be approved and signed by the persons who acted as chairman and minutes secretary during the meeting. The minutes shall subsequently be kept by the secretary. 7. The board members in office and persons invited to attend by the board will be granted access to the meetings of the board. Steering Board Decision-Making Article 6 1. At the board meeting, the board may adopt resolutions only if the majority of its members in office are present or represented. A board member may be represented at the meeting by a fellow board member upon submission of a written power of attorney judged to be adequate by the chairman of the meeting. Here a board member can act as authorized representative on behalf of one fellow board member only. 2. If no majority of the board members being in office is present or represented at the meeting, a second meeting will be convened, to be held no sooner than two and no later than four weeks after the first meeting. At this second meeting, irrespective of the number of board

4 members present or represented, decisions can be taken regarding the items which had been placed on the agenda during the first meeting. The convocation notice for the second meeting must state that and why a decision can be taken irrespective of the number of board members being present or represented. 3. As long as all board members in office attend the meeting, valid decisions can be taken on all the items under discussion, provided that this is done unanimously, even if the provisions contained in the articles of association regarding the convening and holding of meetings have not been observed. 4. The board can also unanimously adopt resolutions without holding a meeting. A report shall be drawn up by the secretary of a resolution adopted in this manner, which shall be kept as minutes after having been co-signed by the chairman. 5. Each board member has the right to cast one vote. 6. Insofar as a greater majority is not stipulated by these articles of association, all board resolutions shall be taken with an absolute majority of the valid votes cast. When the votes are equally divided, the motion is considered to have been rejected. 7. All voting at the meetings shall be oral, unless one or more of the board members request a vote by ballot prior to the voting. Written votes are cast by means of sealed and unsigned ballots. 8. Blank votes shall be considered uncast. 9. In all disputes on voting, the chairman decides. End of Steering Board Membership Article 7 1. The membership of the board shall end: a. In the event of the death of a board member or, if the board member is a legal entity, in the event of its dissolution or if it ceases to exist; b. if a board member loses the right to freely dispose of his/her income; c. if he resigns; d. if he is dismissed by the other board members jointly; e. if he is dismissed under Article 2:298 of the Civil Code. Representation Article 8 1. The Foundation is represented by the board. 2. Representative authority is also granted to two board members acting jointly. 3. To contest action contrary to Article 4 paragraphs 2 and 3, an appeal may be brought against third parties. 4. The board may grant power of attorney to one or more of its members as well as to third parties, to represent the Foundation within the confines of this power of attorney. Financial year and annual accounts Article The financial year of the Foundation coincides with the calendar year. 2. The board is obliged to keep such records of the Foundation s

5 financial position and of everything pertaining to the Foundation s activities, and to retain the accounts, documents and other data carriers relating thereto in such a way that the Foundation s rights and obligations can be known from them at any time. 3. The board is obliged to draw up a balance sheet and profit and loss account of the Foundation annually within six months after the end of the financial year, to put these down in writing and to adopt them. 4. The board is obliged to retain the accounts, documents and other data carriers referred to in the preceding paragraphs for seven years. 5. The data recorded on a data carrier, with the exception of the balance sheet and profit and loss account put down in writing, may be transferred to and kept on another data carrier, provided such transfer takes place with a correct and full representation of the data, and these data will be available during the full period over which they are retained, and can be made legible within a reasonable time. Finance Article To retain its independence and ground its reliability, the EBC does not take funding from commercial sources that are directly or indirectly linked to biochar technology, biochar production, biochar use or carbon credits. 2. All funding of more than 1000 Euro has to be declared publicly. Regulations Article The board is entitled to draw up a set of regulations governing those issues which in the opinion of the board require (further) regulation. 2. These regulations must not be contrary to the law or to these articles. 3. The board is entitled to alter or cancel these regulations. 4. To the adoption, alteration or cancellation of said regulations, the provisions of Article 11 paragraph 1 apply. Amendment to the articles of association Article The board is entitled to amend these articles of association. The resolution to amend the articles of association must be taken unanimously at a meeting at which all board members are present or represented. 2. The amendment must be concluded by notarial deed under pain of being declared void. Each board member individually has the right to have the deed pertaining thereto executed. 3. The board members are obliged to file an officially certified copy of the amendment as well as the amended articles at the offices of the Commercial Register. Dissolution and liquidation Article The board is entitled to dissolve the Foundation. 2. The provisions of Article 11 paragraph 1 shall be applicable accordingly to the resolution of the board regarding dissolution of the Foundation.

6 3. If the board decides to dissolve the Foundation, the appropriation of the balance remaining after liquidation will be decided by the liquidators. In each case, any surplus balance remaining after liquidation must be spent on behalf of an institution as referred to in Article 6:33, first paragraph sub b, of the Income Tax Act 2001, or in any other manner that will serve the public interest. 4. After dissolution of the Foundation, its liquidation shall be performed by the board members, unless others have been appointed as liquidators when the resolution to dissolve was taken. 5. After conclusion of the liquidation, the accounts and documents of the dissolved Foundation shall be held for a period prescribed by law by the person appointed by the liquidators, being an institution as referred to in Article 6:33, first paragraph sub b, of the Income Tax Act The stipulations of Title 1 Book 2 of the Netherlands Civil Code furthermore apply to the liquidation. Final stipulations Article In all events not provided for either by law or by these articles of association, the board shall decide. 2. The word written in these articles of association is taken to refer any message transmitted through the usual channels of communication, of which there is evidence in writing. 3. The financial year of the Foundation ends on December thirty-one. Director Article The Foundation can have a director. 2. Further stipulations concerning the director, including responsibilities, shall be laid down by the board in a set of regulations. 3. The director is appointed by the board. 4. The director is appointed for a limited or for an indefinite period of time. 5. The director shall be deemed to have resigned: a. in the event of her or his death; b. if she or he is declared bankrupt or if s/he is granted a moratorium on payments, or if a debt rescheduling arrangement for natural persons is declared applicable to her / him; c. if s/he is placed under guardianship or if s/he otherwise loses the right to dispose of her / his property; d. if s/he resigns; e. in the event of her / his dismissal granted by the court in cases provided for by law; f. in the event of her / his dismissal granted by the board. Scientific Board Article The Steering Board is entitled to decide to set up a Scientific Board consisting of five or more members. 2. The members of the Scientific Board are appointed by the Steering Board. 3. The duties of the Scientific Board shall be to advise the board, whether asked to do so or not, on all scientific matters concerning the

7 production and use biochar as well as complementary or concurrency biomass use scenarios. 4. The Steering Board is entitled to dismiss members of the Scientific Board and to discontinue the Scientific Board. 5. The Scientific Board has to include at least one member of the Steering Board. 6. For issues relating to a specific field of expertise, the board can engage experts as advisers. 7. At the invitation of the board, the Scientific Board and/or the advisers can attend meetings of the board. Any further matters that concern the Scientific Board and/or the advisors can be regulated in more detail by the Steering Board, if necessary, by means of a set of regulations written and agreed by the Steering Board. Advisory Board Article The Steering Board can institute an Advisory Board. The advisory board consists of representative personalities from environmental groups, NGOs, politics, businesses and media that may help through their advice and networks to fulfil the objectives of the EBC. 2. The Steering Board shall appoint and dismiss the members of the Advisory Board, and determine the number of its members. 3. The Advisory Board has to include at least one member of the Steering Board. 4. The members of the Advisory Board are deemed to contribute to the realisation of the objectives of the Foundation, and shall permit the Foundation to publicize their membership of the Advisory Board for this purpose. 5. Any further matters that concern the Advisory Board can be regulated in more detail by the Steering Board, if necessary, by means of a set of regulations written and agreed by the Steering Board. Final declaration Finally, the persons appearing declared that at the time of this incorporation: a. The board consists of two members; b. The following persons are appointed as board members for the first time in the offices mentioned after their names: 1. Mr Simon Shackley mentioned above as co-chairman; and 2. Mr Hans-Peter Schmidt mentioned above as co-chairman 3. Mr Frans Debets mentioned above as secretary and treasurer. The persons appearing are known to me, civil-law notary. This deed executed in a single copy in Groningen on the date mentioned in the heading of this deed. After a concise reading and explanation of the contents of this deed to the persons appearing, they stated that they had taken cognisance of the contents of this deed and that they do not require the deed to be read out in full. Immediately thereafter, after a limited reading of this deed, it was signed by the persons appearing and by me, civil-law notary. ISSUED AS A TRUE COPY:

8 stamp with coat of arms and text: meester M. de Jong, Civil-Law Notary in Groningen [signature]