Where mycelium meets the modern table

EQUIPMENT SALE AGREEMENT

This Equipment Sale Agreement ("Agreement") is entered into between:

1. Definitions

"FarmBox Unit" means one 40-foot modified shipping container, fully fitted and commissioned for controlled-environment mushroom cultivation, as described in Schedule 1.

"Purchase Price" means S$58,000 per FarmBox Unit, inclusive of GST where applicable.

"Title" means full legal and beneficial ownership of the FarmBox Unit.

"Delivery Date" means the date on which the Seller provides written notice that the FarmBox Unit is commissioned and ready for operation.

2. Sale and Purchase

2.1 The Seller agrees to sell and the Purchaser agrees to purchase the FarmBox Unit(s) specified in the signed schedule at the Purchase Price, subject to the terms of this Agreement.

2.2 The Purchaser shall pay the full Purchase Price by bank transfer, PayNow, or such other method as agreed in writing, prior to or on the date of execution.

2.3 Title to the FarmBox Unit shall transfer to the Purchaser upon receipt of the full Purchase Price by the Seller.

2.4 Risk of loss or damage passes to the Purchaser upon Title transfer, save that MycoSG shall maintain commercial insurance over the unit as part of its farm management obligations under the FMSA.

3. Description of FarmBox Unit (Schedule 1)

4. Delivery and Commissioning

4.1 The FarmBox Unit shall be delivered to MycoSG's designated farm site in Singapore. The Purchaser acknowledges that physical possession of the unit shall remain at MycoSG's premises for operational purposes under the FMSA.

4.2 MycoSG shall commission the FarmBox Unit within 30 days of receiving full payment and shall provide written confirmation of commissioning.

4.3 The Purchaser shall be entitled to inspect the FarmBox Unit prior to commissioning upon giving 48 hours written notice to MycoSG.

5. Warranties

5.1 The Seller warrants that it has full right and authority to sell the FarmBox Unit and that the unit will be free from any undisclosed encumbrances at the time of Title transfer.

5.2 The Seller warrants that the FarmBox Unit will be commissioned in proper working order and will comply with applicable Singapore regulatory standards at the date of commissioning.

5.3 Save as expressly set out herein, the FarmBox Unit is sold on an "as is" basis. The Seller makes no warranty as to fitness for any particular purpose beyond mushroom cultivation.

6. Right of First Refusal

6.1 Should the Purchaser wish to sell, transfer, or otherwise dispose of the FarmBox Unit, the Purchaser shall first offer MycoSG the right to repurchase the unit at fair market value.

6.2 MycoSG shall have 30 days from receipt of written notice to exercise this right. If MycoSG does not exercise this right within 30 days, the Purchaser may sell the unit to any third party, provided such party enters into a new Farm Management Services Agreement with MycoSG.

7. Asset and Tax

7.1 The FarmBox Unit is a capital asset and may be depreciated on the Purchaser's balance sheet over its useful life of 8-10 years, subject to the Purchaser's own tax and accounting advice. MycoSG does not provide tax advice.

8. Governing Law

This Agreement is governed by the laws of the Republic of Singapore. Any dispute shall be submitted to the exclusive jurisdiction of the Singapore courts, with the parties first attempting mediation at the Singapore Mediation Centre.

FARM MANAGEMENT SERVICES AGREEMENT

This Farm Management Services Agreement ("Agreement") is entered into between:

1. Appointment

1.1 The Unit Owner hereby appoints MycoSG as the exclusive farm manager for the FarmBox Unit(s) on the terms set out in this Agreement.

1.2 MycoSG accepts the appointment and agrees to manage the FarmBox Unit(s) with reasonable care and skill in accordance with its standard cultivation protocols.

2. MycoSG's Obligations — All at MycoSG's Cost

3. Revenue Sharing — Output Fee Structure

3.1 Net Production Revenue means all revenue received from the sale of mushrooms harvested from the Unit Owner's FarmBox Unit(s) in any calendar month, less direct sales returns and applicable GST. Operating costs are borne by MycoSG and are not deducted from revenue in computing the Owner's fee.

3.2 Output Service Fee to the Unit Owner = 70% of Net Production Revenue per month per FarmBox Unit.

3.3 MycoSG Management Fee = 30% of Net Production Revenue per month, from which MycoSG bears all operating expenses.

3.4 The Output Service Fee shall be paid to the Unit Owner within 15 calendar days of the end of each calendar month, accompanied by a monthly production and revenue statement.

4. Monthly Reporting (Required)

5. Term and Termination

5.1 This Agreement shall commence on the Commissioning Date and continue for an initial term of 3 years, automatically renewing for successive 1-year terms unless terminated.

5.2 Either party may terminate at the end of the initial term or any renewal term by providing 90 days written notice.

5.3 Upon termination, the Unit Owner may remove the FarmBox Unit from the farm site within 60 days at the Unit Owner's cost, subject to all outstanding fees being settled.

6. Unit Owner's Rights

6.1 The Unit Owner retains full ownership of the FarmBox Unit at all times and may inspect it upon 48 hours written notice.

6.2 The Unit Owner may sell or transfer the FarmBox Unit subject to the Right of First Refusal in the Equipment Sale Agreement and provided the new owner enters into a new FMSA.

6.3 The Unit Owner shall have access to the MycoSG Owner Dashboard for real-time IoT data and monthly performance reports.

7. Limitation of Liability

7.1 MycoSG's liability shall not exceed the total Output Service Fees paid in the 12 months preceding the claim.

7.2 MycoSG shall not be liable for production losses arising from force majeure events, including acts of God, government regulatory action, pandemic, or utility failures outside MycoSG's control.

7.3 MycoSG does not guarantee any minimum yield, revenue, or output fee. All financial projections in the Information Memorandum are estimates only.

8. Governing Law

This Agreement is governed by the laws of the Republic of Singapore. Disputes shall be referred to Singapore International Arbitration Centre (SIAC) under the SIAC Rules before recourse to litigation.

1. Nature of the Arrangement

The MycoSG FarmBox Programme involves the purchase of physical agricultural equipment and a separate services agreement for farm management. This arrangement is not a collective investment scheme, fund, or regulated financial product under the Securities and Futures Act (Cap. 289). Output fees are variable commercial service fees, not investment returns or dividends.

This offering is made under the Small Offers Exemption pursuant to Section 272A of the Securities and Futures Act, limited to a maximum of 50 persons and S$5 million aggregate consideration within any 12-month period.

2. Operational Risks

Mushroom cultivation is susceptible to bacterial and fungal contamination. A contamination event can destroy an entire batch, resulting in zero output for 2-4 weeks. No output fee is paid during non-production periods. MycoSG's biosecure design mitigates but does not eliminate this risk.

Actual yields depend on environmental conditions, substrate quality, spawn performance, and operator skill. The three-scenario model represents reasonable estimates, not guarantees. Actual yields may be materially lower.

HVAC systems, lighting, and IoT equipment may fail. Extended failure may result in crop loss and suspension of output fees during repair periods. MycoSG bears maintenance costs but cannot guarantee zero downtime.

MycoSG's operations depend on experienced cultivation staff. Loss of key personnel could temporarily affect production quality and yields.

3. Market and Commercial Risks

Wholesale and retail mushroom prices may decline due to competition, market saturation, or import pressure. Output fees are linked to revenue. A 20% fall in mushroom prices would reduce owner fees by approximately 20%.

MycoSG sells through multiple channels. Loss of key wholesale accounts or subscription cancellations could reduce revenues and therefore output fees.

Changes to SFA licensing, food safety, or NEA compliance standards could affect operations. MycoSG bears all regulatory compliance costs under the FMSA.

4. Asset and Liquidity Risks

The FarmBox Unit is a physical asset that depreciates over time. Resale value may be significantly lower than the purchase price, particularly if the unit requires refurbishment or if there is limited secondary market demand.

There is no established secondary market for FarmBox Units. Exit is dependent on MycoSG exercising its Right of First Refusal or finding a third-party buyer. You may be unable to realise the full purchase price upon sale.

If MycoSG ceases operations or becomes insolvent, output fees will cease. The FarmBox Unit remains the Purchaser's property but may have limited utility without MycoSG's management infrastructure.

5. Regulatory Disclosure

This offering is made solely under the Small Offers Exemption (Section 272A SFA). This is not a prospectus and has not been registered with or approved by the Monetary Authority of Singapore (MAS). MAS takes no responsibility for the contents of this document.

6. Suitability