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Terms & conditions

Agreement on the purchase of carbon shares 

(the "Agreement" or also the "Contract")

Impact Labs GmbH, An der Alster 6, 20099 Hamburg ("Issuer"), develops monitoring and certification tools for the use of the carbon sequestration performance of nature-based climate projects. It is a digital calculation, reporting and validation procedure that uses satellite systems and decentralised recording mechanisms (so-called dMRV methodologies) to measure the amount of CO2 sequestered in a climate protection project, for example a reforestation project, at the time of query to be determined at any time. 

The Issuer has been granted for a period of forty years a comprehensive, exclusive contractual right to use a forest reforestation area by BaumInvest AG, a public listed company with its registered office in Freiburg im Breisgau, registered in the commercial register at the local court in Freiburg im Breisgau under HRB 718659, Talstraße 30, 79102 Freiburg im Breisgau ("BIAG") in Colombia ("Project"). Among other things, BIAG, as project developer, creates reforestation projects for carbon sequestration and involves third parties in the use of these projects, in particular in the resulting rights of use with regard to the sequestration of CO2 or the potential for the sequestration of CO2.

The underlying land is owned by BaumInvest Colombia S.A.S. ("BICO"), registered with the Villavicencio Chamber of Commerce (Cámara des Comercio de Villavi-cencio), which is a wholly owned subsidiary of BIAG. The project area will be reforested by BIAG on behalf of the issuer along contractually defined specifications, which include in particular the specifications for Gold Standard certification. 

The right of use includes the right to use the CO2 sequestration and the associated impact on the corresponding area during the term of the contract ("CO2 right of use"). The right of use also includes the right to transfer the CO2 right of use in whole or in part to one or more third parties in return for payment. 

In order to refinance the reforestation, the issuer involves third parties for a fee on a contractual basis by issuing partial rights to the CO2 utilization right ("carbon shares" or individually a "carbon share"), whereby each carbon share conveys a corresponding share of the CO2 utilization right (claim"). Each carbon share represents a uniform share of the calculated total amount of CO2 actually stored in the entire project, which dynamically adjusts to the actual development. The dynamic adjustment functionality means that the carbon shares always represent the CO2 value stored at the time of the query, which has been stored since the start of the project and changes according to the development of the reforestation project. Each holder of a carbon share can use the resulting dynamically adjusting claim for himself for the duration of his ownership. A carbon share can be resold with the consent of the issuer. The issuance of carbon shares is designed as a long-term measure to remove CO2 from the atmosphere. There are no plans to use up the stored CO2 in the form of a so-called retirement. 

The amount of CO2 attributable to each carbon share at a given point in time, as well as any changes in the legal allocation of the carbon share, are recorded in a publicly accessible register maintained by the issuer. For the duration of the right of use granted to it by BIAG for the next 40 years, the issuer has assumed responsibility for monitoring the storage of CO2 realized by the project.

On the industry side, there is great interest in the development and testing of precise testing and certification instruments for the removal of CO2 from the atmosphere as part of climate projects (carbon removal), in particular to exclude so-called greenwashing. The carbon shares are therefore to be offered for purchase to a few selected CO2-emitting industrial companies (the "purchaser(s)"). 

This Agreement governs the contractual relationship between the Issuer and the Purchaser (the Issuer and the Purchaser together the "Contracting Parties").

§ 1 Subject of the project

1. The Issuer has acquired the right to use the following property intended for reforestation of natural forests by BIAG and companies affiliated with BIAG (the "Project Property") for a period of forty years, namely from April 1, 2023 to April 30, 2063 inclusive, on the basis of a cooperation agreement concluded with BIAG on December 23, 2022 (the "Cooperation Agreement"):

  • Host country: Republic of Colombia
  • Project area: State of Vichada, Cumaribo, El Placer
  • Farm name: El Veraneo
  • Project size: 25 ha

The Project Property is registered in the Land Registry of Puerto Carreño (Registro de instru-mentos publicos de Puerto Carreño) under PIN No.: 221111327267828598 and under registration number: 540-5538 (Certificado-generado con el Pin No: 221111327267828598; Nro Mat-ricula: 540-5538). According to the land register entry, the owner of the project property BICO is. 

2. BIAG has committed in the Cooperation Agreement as Project Developer to reforest and manage the Project Property in implementation of the Project as follows:

  • Standardization: Analysis, preparation and planting of the total area according to the Gold Standard for carbon offsets.
  • Planting strategy: Near-natural reforestation concept based on native tree species and companion plants. Per hectare, 841 trees are planted within 12 months (establishment) and 500 trees remain in the system.
  • Planting schedule: 2023 - Preparation of the ground. 2023 and subsequent - Establishment/planting including replanting if necessary.
  • Forestry management: Forestry car, protection of land property, firefighting measures, disease control, other appropriate measures to protect the project area from adverse impacts

BIAG is responsible for the implementation, maintenance and safeguarding of the project. However, BIAG does not assume any obligation for reforestation in case of interim destruction e.g. by fire, drought, pest infestation, other natural disasters or illegal logging. 

3. For the implementation of the project, the cooperation agreement provides for the following schedule:

4. The cooperation agreement provides that the project property will be protected at the end of the project term. The project property will remain in the ownership of BICO after the expiration of the contract period of forty years and will be integrated into the adjacent Tuparro National Park (Parque Nacional Natural El Tuparro).

5. The issuer's right to use the project or the project property includes the right to use CO2 for the duration of the project. In return, the issuer has committed to BIAG to bear the costs of reforestation and forest management to be carried out by BIAG.

6. The Issuer shall implement the following measures for the Project on the Project Property to determine and verify the amount of CO2 sequestered as part of the Project (dMRV methodologies) in accordance with the respective state of the art available to the Issuer and economically viable (and thus taking advantage of future technical possibilities):

- Drone flights for high-resolution recording of image and video material of the area

- Continuous observation of the area with the help of satellites (remote sensing)

- Create high-resolution satellite images

- Calculation of the CO2 sequestered at the time of uptake using a specially developed carbon sequestration model and machine learning (ML) solutions.

- Arranging for the project to be certified by the relevant Gold Standard certification body directly through The Gold Standard Foundation.

At the start of the project, the issuer shall carry out the measures to be taken by it to determine and verify the quantity of CO2 sequestered within the scope of the project in accordance with the technical specifications set out in Annex 1

The issuer shall be entitled to request amendments to Annex 1 at any time due to technical developments and innovations or in order to utilize the same. Intended amendments pursuant to the preceding sentence 3 shall be notified to the acquirer without undue delay and reasons shall be given ("notice of amendment"). In the relationship between the Contracting Parties, amendments within the meaning of the preceding sentence 4 shall become effective two weeks after receipt of the Amendment Notice by the Acquirer. The contracting parties may at any time agree to shorten the two-week period pursuant to sentence 5 above. Amendments shall become effective immediately upon receipt of the notice of amendment if the unchanged retention of Annex 1 is unreasonable for the issuer or if the corresponding amendment is exclusively advantageous for the acquirer. A notice of amendment shall be deemed to have been received at the end of the second banking day in Hamburg following the dispatch of the notice of amendment. 

The issuer shall offer, against remuneration to be agreed separately and upon separate request of the purchaser, measures tailored to the purchaser's additional requirements for the determination and verification of the amount of CO2 stored within the scope of the project.

The issuer is entitled to use the services of third parties for the implementation of the dMRV methodologies according to sentence 1 above.

7. In the course of concluding uniform agreements on the acquisition of carbon shares such as the present agreement, the issuer issues a total of 2721 carbon shares at an issue price of EUR 75.00 per carbon share. The 2721 Carbon Shares jointly represent the dynamically adjusting total value of the CO2 stored in the project at the respective point in time of the query and the associated CO2 usage right. Each carbon share thus accounts for an equal share of 1/2721 of this CO2 usage right. The issuer assumes that in the event of the reforestation by BIAG being carried out as planned and subject to later impairments to growth on the reforested and forestry-managed project property, e.g. due to fires, storms, pest infestation, force majeure, etc., each carbon share will account for around 1t of stored CO2 after ten years from the start of the project. Over the entire project duration, the issuer assumes a stored CO2 quantity of up to 5t per carbon share.

8.   Each carbon share conveys to its holder on a contractual basis

- the right derived from the issuer's right of use and the issuer's CO2 right of use contained therein in relation to the project property and the project to negatively credit the share of the CO2 right of use attributable to the carbon share to its own emissions as a claim or right of reference for the respective holder's holding period of the carbon share,

- a claim against the issuer for the provision of the share of the issuer's right of use attributable to the carbon share and the issuer's CO2 right of use contained therein,

- a claim against the issuer for the avoidance of so-called double issuances and double accounting in accordance with the more detailed provisions of Annex 2 and

- a claim against the Issuer to exercise the dMRV methods set forth in Paragraph 6 in accordance with the details set forth in Annex 1 and to maintain the register in accordance with Paragraph 10 as well as Annex 2 over the holding period of the Carbon Share by the respective Holder and in total (i.e. across all future Holders over and limited by the Project Term).

The right to negative offsetting of the claim or the related reporting right to own emissions expires at the time of sale or other disposal and is amended accordingly in the register. The share of the CO2 usage right attributable to the carbon share always remains associated with the carbon share.

9.    The claim includes in detail the following rights and obligations of the holder of a carbon share:


- The holder may claim for marketing purposes during the holding period of a Carbon Share that CO2 has been removed from the atmosphere in the amount of the actual sequestered CO2 value of the Carbon Share and that this corresponds to the value of the holder's own unavoidable emissions, so that these are offset to that extent. The total amount of sequestered CO2 per share in 40 years predicted in the context of the Issuer's calculations may also be mentioned for marketing purposes in connection with the mention of investments for the removal of CO2 from the atmosphere through the acquisition of the Carbon Share. 

- The actual and possible future storage capacity per carbon share may be stated for marketing purposes only, using the following wording: We will remove 20[●●●] [●]t of CO2 from the atmosphere by the year 20XX. This is done by acquiring shares (so-called carbon shares) in a CO2 storage capacity provided by reforestation projects. 

[The omissions "20[●●●] [●]t" are to be filled by the acquirer according to the specific calculations of the issuer].

- Disposal of a carbon share to other acquirers or to the issuer.


- The claim "climate neutral" may not be used in connection with the use of carbon shares if the future CO2 storage capacity is credited against current emissions.

- In the event of a sale of carbon shares, the amount of sequestered CO2 of the project is calculated exactly on the day. If the holder has emitted a higher value of unavoidable emissions over the holding period, he is obliged to either buy carbon shares in the amount corresponding to the shortfall or to revoke the formulation that he has offset his own unavoidable emissions with carbon shares.

10. The issuer shall keep a publicly accessible register of the CO2 quantities stored during the implementation of the project and their allocation to the individual carbon shares and their respective holders. The functioning and contents of the register are specified in more detail in Annex 2.

11. The Issuer shall include the Acquirer and any of its successors in interest as a Project Participant in the Project and shall take all other steps necessary for the use of the Claim by the Acquirer or its successors in interest.

12. Upon reasonable written request of the Acquirer or its successor in interest, the Issuer shall promptly provide copies of all Project Documents and any updates to such Project Documents.

§ 2 Objective of the offer of carbon shares / formation of the contract

1. The issuer addresses a limited number of selected potential investors, all of whom are to be classified as entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) and as qualified investors within the meaning of Article 2 lit. e) of Regulation EU/2017/1129 and who acquire securities and assets exclusively on a professional or commercial basis for their own account. A public offer of carbon shares in the regulatory sense does not take place. The issuer reserves the right to request specific evidence in addition to the measures already implemented to verify the above-mentioned classification of the acquirer.

2. The offer of carbon shares constitutes an own issue of the issuer. The issuer does not provide any investment or acquisition brokerage or any other sales services. Furthermore, the issuer does not provide any investment advice or other advisory services and, in particular, does not make any recommendations regarding the acquisition of carbon shares.

3. The primary purpose of carbon shares is to enable the holder of the respective carbon share to use the resulting claims or rights. The product does not serve any speculative or investment purposes.

4. The issuer does not organize a secondary market for carbon shares. There are no plans to securitize carbon shares.

5. The contract shall be concluded by the issuer accepting the legally binding declaration to be made by the purchaser via the issuer's website regarding the purchase of a certain number of carbon shares (offer to purchase a certain number of carbon shares). The purchaser makes such a legally binding declaration after going through the order process accessible via by clicking on the "[●Buy shares●]" button ("Order"). Acceptance by the issuer shall be effected by sending a declaration of acceptance to the purchaser [by e-mail].

6. The issuer assumes no liability for the tax classification or treatment of the carbon shares or the proceeds or losses generated from their acquisition and disposal. The issuer is also not liable for the occurrence of tax objectives of the acquirer. Each acquirer must clarify for itself the tax treatment of carbon shares and transactions in carbon shares under the legal system applicable to it.

7. Each acquirer of carbon shares must itself ensure that the acquisition of carbon shares by the acquirer is permissible under the legal system applicable to the acquirer.

§ 3 No power of attorney / no company

1. Unless expressly provided otherwise, no contracting party shall be entitled to make legally binding declarations in the name of another contracting party or to perform legally binding acts in the name of another contracting party. No contracting party shall create the legal appearance of such an authorization vis-à-vis third parties. The contracting parties shall counteract any misunderstandings on the part of customers or third parties.

2. The cooperation of the Contracting Parties on the basis of this Agreement serves the transfer of Carbon Shares from the Issuer to the Purchaser for the purpose of the Purchaser's participation in the Issuer's right to use CO2 and does not serve the achievement of a common purpose. Therefore, the cooperation of the contracting parties does not establish a partnership under civil law or any other corporate or quasi-corporate structure between the contracting parties and is not intended for this purpose. Neither of the contracting parties shall give third parties the legal appearance of the existence of a partnership under civil law between the contracting parties or of any other structure under company law or similar to a company. The contracting parties shall counteract any misunderstandings on the part of third parties.

§ 4 Acquisition

The issuer hereby grants to the acquirer accepting this the number of carbon shares specified in the declaration of acceptance sent to him ("acquisition object") and transfers the acquisition object to the acquirer accepting this under the condition precedent of full payment of the purchase price.

§ 5 Acquisition price

1. The purchase price is EUR 75.00 per carbon share.

2. The purchase price to be paid by the purchaser is stated in the declaration of acceptance sent by the issuer and is due for payment upon sending of the declaration of acceptance and payable within two weeks of the due date.

3. The purchase price is to be paid to the following bank account of the issuer:

Account holder: Impact Labs GmbH

Bank: Olinda Zweigniederlassung Deutschland

IBAN: DE02100101236629460464


Intended Use: Acquisition of carbon shares - [short name of the acquirer].

4. The issuer reserves the right to offer the purchaser other options for payment of the purchase price (in the course of the ordering process). If the purchaser is offered different payment options, the purchaser is free to choose which of the payment options he uses to pay the purchase price.

5. The issuer shall issue an invoice to the acquirer upon the latter's written request or shall acknowledge payment.

§ 6 Current obligations of the issuer

1. The issuer assumes the obligation towards the purchaser to continuously verify and calculate the amount of CO2 sequestered in the implementation of the project based on the dMRV methodologies.

2. The issuer arranges for certification of the project to the Gold Standard directly through The Gold Standard Foundation.

3. The issuer shall maintain the register to show the claim to which the acquirer and its legal successors are entitled. The issuer is neither currently nor in the future obliged to adjust or change the register in accordance with a specific standard. The issuer does not assume any warranty for a certain type of use or the usability of the respective claim resulting from the carbon share.

4. The issuer will continuously monitor compliance with the obligations assumed by BIAG under the cooperation agreement with regard to the reforestation of the project property and its ongoing forestry management and, if necessary, require BIAG to fulfill the obligations assumed in the cooperation agreement.

5. The issuer is not obligated to reforest the project property in the event of interim destruction, e.g., by fire, drought, pest infestation, other natural disasters or illegal logging.

§ 7 Warranties

1. The issuer represents and warrants at the time of entering into this agreement that it is:

- is properly erected,

- is authorized to enter into and perform the obligations assumed under this Agreement and has all relevant consents and permissions required for this purpose under the applicable regulations,

- has the necessary approvals for the Project or the use of the Project Property contemplated by the Project from the host country or its authorities, and the issuance of the Carbon Shares and the allocation of the claims inherent therein do not require the approval of the host country or its authorities,

- has the necessary funds to fulfill the obligations contractually assumed in this agreement until the end of the project term,

-  is the exclusive holder of a right of use related to the Project Property, excluding third parties and independent of a change of ownership of the Project Property, including the CO2 right of use, for the duration of the Project Term and it may transfer the CO2 right of use to third parties on a debt basis on the basis of the applicable legal system and such transfer is also not inadmissible or impossible due to legal or official measures or orders,

- does not violate any legal or contractual obligations to third parties

- acts with the knowledge and consent of all other project participants, in particular BIAG and BICO, when entering into this Agreement,

- has selected the other project participants, in particular BIAG and BICO, carefully and to the best of its knowledge and belief and has effectively involved them in the implementation of the project,

- has not sold, transferred, assigned, licensed, alienated, granted or otherwise created any rights or interests in the right to use the Project or the Project Property other than as provided in the Agreement,

- transfers the object of purchase to the purchaser free of third-party rights, namely mortgages, charges, liens or other security interests.

The representations do not include any changes in the factual and legal framework conditions that were not known or foreseeable at the time this agreement was concluded.

2. The Purchaser warrants at the time of entering into this Agreement that it is:

- is properly erected,

- is authorized to enter into and perform the obligations assumed under this Agreement and has all relevant consents and permissions required for this purpose under the applicable regulations,

- is to be classified as an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB) and as a qualified investor pursuant to Article 2 lit. e) of Regulation EU/2017/1129 and acquires securities and investments exclusively on a professional or commercial basis for his own account,

- has all the permits and licenses required under the legal system applicable to it for entering into this agreement, acquiring carbon shares and possibly reselling them.

- Carbon Shares for the purpose of using the claim contained therein and not for speculative or investment purposes.

§ 8 Transferability, reservation of consent

1. Each carbon share is individually transferable by way of contractual transfer. The transfer of the carbon shares shall be effected by way of an agreement between the respective holder and the third party willing to acquire the carbon shares, by which the third party willing to acquire the carbon shares assumes the position of the holder of the carbon shares. All declarations required for the transfer of the position as holder of Carbon Shares and the assumption of the contract shall be deemed to have been made and accepted without reservation by the holder and the third party willing to acquire by transfer of the relevant Carbon Share.

2. The transfer of individual claims or rights of the holder of a carbon share from the carbon share is not permitted.

3. Any contract under the law of obligations aimed at transferring a carbon share and any disposition of carbon shares require the consent of the issuer in order to be effective. The issuer may not withhold its consent pursuant to sentence 1 above for improper reasons.

4. A transfer or other disposition of carbon shares shall not be effective against the issuer until it has been notified to the issuer in writing and recorded in the register maintained by the issuer. The register does not enjoy public faith.

5. The transfer of carbon shares is only possible to third parties who also meet the requirements set out in Section 7 (2) as additional assurances for the purchaser.

6. Upon completion of the transfer of a carbon share, the new holder shall notify the issuer of the completion of the transfer, stating the exact date of the transfer of the contract. The issuer will then immediately make any necessary entries in the register. Notification to the issuer and entry in the register are not prerequisites for the validity of the transfer under civil law. However, the new holder shall only be deemed to be the holder of the carbon share in relation to the issuer upon notification.

§ 9 Issuer notice

1. The issuer is entitled to terminate all outstanding carbon shares upon the occurrence of an issuer termination event at its reasonable discretion and without being obliged to do so by giving notice to the respective holders of the carbon shares ("issuer termination"). Each of the following events shall constitute an "Issuer Termination Event":

- after an initial growth phase of 10 years, a sequestered CO2 quantity of 1t per carbon share is not reached for a continuous period of 10 years or the sequestered CO2 quantity falls below this value;

- by any new law or regulation or by the interpretation of any law or regulation, the Issuer shall be required to obtain any license, permit or approval or to submit to any regulation or supervision in any manner in the Federal Republic of Germany, the Republic of Colombia or elsewhere in order to perform its obligations under this Agreement;

- as a result of any change or amendment in the laws or regulations of the Federal Republic of Germany, the Republic of Colombia or any other jurisdiction or its local authorities or tax authorities relating to or affecting taxation, there is a material change in the tax treatment of the Carbon Shares or the Issuer or any other levies are imposed and the change or amendment was not reasonably foreseeable at the time of entering into this Agreement and such change or amendment is, in the opinion of the Issuer, materially adverse to the Issuer (whether or not affecting the issue of the Carbon Shares).

- as a result of changes or amendments to the laws or regulations of the Federal Republic of Germany, the Republic of Colombia or any other jurisdiction or their local authorities, the costs incurred by the issuer from or in connection with the issuance of the Caron Shares or the fulfillment of the obligations contractually assumed in this agreement from the Carbon Shares substantially exceed the costs which the issuer reasonably expected and could have expected at the time of the conclusion of this agreement;

- a project participant, in particular BIAG or BICO, becomes insolvent or permanently discontinues its services to the issuer for other reasons or no longer grants the right to use the project property or the CO2 usage right;

- The issuer loses the right to use the project property or the CO2 usage right due to law, official order or court decision;

- due to circumstances beyond the issuer's control, the form or characteristics or the legal or economic environment of the project, the project property or the carbon shares change materially or threaten to change materially;

- due to force majeure within the meaning of Section 12 (2), the fulfillment of the issuer's obligations under this agreement is permanently prevented or significantly impeded;

- a court of competent jurisdiction orders the issuer to give notice to the issuer, or the issuer is otherwise required by law or regulation to give notice to the issuer.

2. An issuer termination can only be made equally for all carbon shares.

§ 10 Term, termination

1. The agreement is valid for the entire duration of the project, i.e. for forty years from 01.04.2023 to 30.04.2063. At the end of the term, there is no repayment of the purchase price or other compensation for the amount of CO2 stored in the carbon share.

2. The right to ordinary termination is excluded subject to the provision in § 9.

3. The right to extraordinary termination for good cause remains unaffected.

4. Any termination of this agreement must be in writing to be effective.

§ 11 Brand utilization/marketing/communication

1. The contracting parties grant each other a non-exclusive, non-transferable, non-sublicensable right of use to their trademarks, limited to the term of the contract, for the intended use within the scope of this contract.

2. When using the trademarks of the other contracting party, the contracting parties shall observe the corporate design specifications communicated to them and shall mutually agree on the type and content of such use. 

3. All advertising and marketing measures as well as other publications of one of the contracting parties in which the other contracting party is mentioned or in which reference is made to the trademark of the other contracting party shall require the prior consent of the respective contracting party to be given at least in text form. For the naming of the other Contracting Party as well as a general reference to the type of cooperation, including the use of the trademark of the other Contracting Party, in presentations, offers or lectures with limited publicity effect, the consent of the Contracting Parties shall be deemed to have been granted upon signing of the contract.

§ 12 Liability

1. The liability of the contracting parties among themselves for damages arising from or in connection with the performance of contractual obligations under this agreement is excluded. This does not apply to

- Damages resulting from injury to life, body or health,

- Damages due to a breach of duty with regard to essential contractual rights and obligations which are absolutely necessary for proper fulfillment of the contract and which could jeopardize the fulfillment of the purpose of the contract (essential contractual obligations); in this case, however, liability shall be limited to the typical and foreseeable damage;

- Damage caused by a contracting party intentionally or through gross negligence.

An exclusion of liability as well as limitations of liability shall also apply in each case to legal representatives, employees and vicarious agents of the contracting parties.

2. In particular, the issuer shall not be liable for damages suffered by the purchaser due to force majeure. Cases of force majeure in this sense are in particular system failures, fires, evacuation measures, natural disasters (earthquakes, volcanic eruptions, floods, droughts, pest infestations, etc.), man-made disasters, armed conflicts, acts of terrorism, riots, lockdowns and other work interruptions.

3. Claims for damages based on this agreement shall become statute-barred twelve months after the claimant party has become aware of the event causing the damage, at the latest upon expiry of the statutory limitation provisions.

§ 13 Mutual support

1. The contracting parties shall support each other in achieving the purpose of the contract.

2. Subject to legal prohibitions, the contracting parties shall inform each other of any inquiries, requests for information or audits by competent authorities relating to this agreement and shall support each other by providing the necessary information.

§ 14 Communications

1. All notices, advertisements and other declarations in connection with this Agreement shall be sent to the following contact data of the Contracting Parties, unless expressly agreed otherwise.


Contact: Daniel Vetterkind

Address: An der Alster 6, 20099 Hamburg


Acquirer: information provided by the acquirer in the course of the order.

2. Each contracting party is obliged to notify the other contracting party of any changes to the contact data without delay. Until receipt of a notification in accordance with sentence 1 above, the contact data previously provided shall continue to apply unchanged for the purposes of this Agreement.

§ 15 Final provisions

2. This agreement shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). Insofar as reference is made in the contract to legal norms, the laws of the Federal Republic of Germany are always meant, unless expressly marked otherwise.

3. The place of performance for the obligations of the contracting parties arising from this contract is Hamburg.

4. The exclusive place of jurisdiction for disputes arising from and in connection with this agreement is, to the extent permitted by law, Hamburg.

5. Amendments and supplements to this agreement must be in writing to be effective and must be signed by all contracting parties, unless a stricter form (e.g. notarization) is required by mandatory law or another form is expressly agreed by the contracting parties. This shall also apply to the waiver of this written form requirement itself. The amending of Annexes by mutual consent as well as the amending of Annexes due to a right of amendment granted to a Contracting Party on the basis of this Agreement shall require text form only.

6. Should any provisions of this Agreement be invalid or unenforceable in whole or in part, or should this Agreement contain any loopholes, this shall not affect the validity of the remaining provisions. In place of the invalid or unenforceable provision, the valid provision shall be deemed agreed which comes closest in meaning and purpose to the invalid or unenforceable provision. In the event of loopholes, that provision shall be deemed to be agreed which corresponds to what would have been agreed according to the sense and purpose of this agreement if the contracting parties had considered the point from the outset.

Annex 1

Technical specifications - dMRV methodologies

According to the state of the art at the time of contracting, the following dMRV methods are used to measure and monitor our reforestation projects. The development and use of the methods and procedures mentioned below is realized in cooperation with our partner Space4Good B.V.. Die Impact Labs GmbH und Space4Good B.V. übernehmen:

- providing a wide range of remote sensing data using active and passive satellite products from ESA's Copernicus program, NASA, Planet and other providers.

- the creation of high-resolution images using "UAV (Unmanned Aerial Vehicle) technology to develop 3D models of landscapes. This is an important building block for our calculations of the sequestration performance of different soils, tree and plant species.

- data acquisition and geospatial data transformation, spatial analysis, and data visualization using geographic information systems (GIS) and machine learning (ML) for mapping, reporting, and verification (MRV).

- building geospatial models using artificial intelligence to understand and predict how spatial and system dynamics affect the behavior of different variables.

The regular measurement and monitoring of our projects takes into account, among other things,
the following processes and methods:

- Collection of data for the calculation of SOC (Soil Organic Carbon).

- Calculations + estimates of above- and below-ground biomass Using a methodology developed specifically for this purpose. Additional application of a biomass algorithm from Space4Good B.V. that requires the input of specific tree data in conjunction with an in-depth examination of species metrics. Accordingly, we are able to apply the algorithm to determine an estimate of aboveground biomass given all of these metrics. The final estimate uses a weighted average of biomass as a function of the area occupied by each species.

The use of artificial intelligence will improve these methodological results over time as more reference and training data is input to better train the machine learning algo-rithm. 

- Prevention and prediction of illegal logging using time series data from ESA's Sentinel-1 radar satellite combined with local expertise (knowledge and feedback loop from local experts) and artificial intelligence. 

- Fire detection and risk assessment Our partner Space4Good B.V. continuously checks rele-vant alarm ecosystems. As soon as we receive a fire or deforestation alarm that is within the monitored area or nearby, an alert is generated and forwarded to employees on site via a navigation application on their phones.

- Mapping of pest and disease risk in wood. Our partner Space4Good B.V. uses two risk models that divide the areas into 7 risk levels:

1 for very low risk and 7 for high risk. Both models use a combination of Sentinel-2 imagery, ground information, weather data, and forest conditions to best determine where these beetles are likely to emerge. Das erste Modell, das während der Saison durchgeführt wird, berücksichtigt alle Parameter und legt den Schwerpunkt auf die Bodeneigenschaften. 

The model leads to a classification in which the largest area is assigned to risk level 1 and the most outbreaks are assigned to risk level 7, as expected.

The second model focuses more on parameters as described in the scientific literature. The results are less clustered than the first model, but are pixelated and require aggregation based on pixels with the same value. This makes it easier to identify areas of high risk and target them in time to best control an outbreak.

Disclaimer: We reserve the right to regularly adjust the technology stack according to the latest scientific findings as well as according to further developments of the technologies. There is no entitlement to the use of certain technologies or to compliance with certain measurement and monitoring processes. The above list is for orientation and transparency purposes only.

Annex 2

Precautions according to § 1 para. 8

The issuer uses a register based on a distri-buted ledger technology (also blockchain technology) to prevent double counting. The term distributed ledger technology describes a technology used for documenting certain transactions. The best-known distributed ledger technology used by the issuer for the register is blockchain technology. 

A key advantage of blockchain technology in the context of the register used is that once information is stored, it cannot be changed manually. This means that the infor-mation transmitted in connection with an executed carbon share transaction is publicly viewable and cannot be manipulated.

As a result, a carbon share can only be held and claimed by one acquirer at any given time. The claiming of one and the same share by two acquirers at the same time is excluded.

The following information is transmitted with a transaction and made publicly visible:

  • The name of the company holding a carbon share and the name of the company that executed a transaction.

  • A unique project ID that can be used to identify the climate protection project underlying a carbon share

  • The number of shares purchased or sold in the corresponding project
  • The actual amount of CO2 per share at the time of purchase or sale

  • The potential of stored CO2 per share

We reserve the right to regularly adjust the technology stack as well as the number and scope of the collected data according to the latest scientific findings and further developments of the technologies. There is no entitlement to the use of certain technologies or compliance with certain registration processes. The above description is for orientation and transparency purposes only.