Terms

1. RECITALS & PURPOSE OF MEMBERSHIP

The CLEANhome Owners Group (“COG”) is an exclusive, private association organized to convene future residents, technical collaborators, forward-thinking planners, and aligned stakeholders committed to advancing the decentralized living and independent micro-infrastructure standards established by CarbonLessEnergy Holdings, Inc., CLEANsolar, and CLEANhomes (collectively, the “CLEAN Ecosystem”).

By executing this Charter Membership Agreement (this “Agreement”) and paying the designated Charter Membership Due, Member seeks immediate access to the CLEANhorizon intelligence repository, proprietary mechanical/topographical overviews, organizational leadership, and structured priority status for future real property developments designed and executed across the CLEAN Ecosystem.

2. CHARTER MEMBERSHIP TIERS & SPECIFIC DELIVERABLES

Membership is granted across four distinct Charter Tiers, each carrying specific access rights, governance participation privileges, and prospective commercial benefits. The schedule of dues, allocations, and core deliverables is established as follows:

3. NATURE OF DUES: NONREFUNDABLE ORDINARY BUSINESS INCOME

3.1. Full Immediate Consideration. Member expressly agrees and confirms that upon receipt and clearance of the Charter Membership Due by COG, COG has fully performed its initial consideration by immediately issuing Member’s digital credentials, authorizing access to the private CLEANhorizon information repository, providing downloadable proprietary research digests, and assigning the Member’s unique, timestamped priority registry number (“CLEANnumber”).

3.2. No Escrow or Segregation of Funds. Member explicitly acknowledges that the Membership Dues:

• —(a) Are ordinary business revenue earned by COG upon receipt;
• —(b) Shall not be segregated, held in escrow, or deposited in a custodial, trust, or real estate client account;
• —(c) Shall not accrue interest to the credit of the Member; and
• —(d) May be utilized immediately by COG and its parent or affiliated operating entities for administrative operations, research dissemination, network platform maintenance, events, and general corporate development.

3.3. Absolute Non-Refundability. Because membership rights, cryptographic credentials, private digest documentation, and intellectual materials are granted and made accessible immediately upon enrollment, ALL MEMBERSHIP DUES ARE STRICTLY AND PERMANENTLY NONREFUNDABLE UNDER ANY CIRCUMSTANCE. Cancellation, voluntary withdrawal, termination, failure to utilize membership perks, or a subsequent decision not to acquire a CLEANhome will under no condition entitle Member to a return, refund, chargeback, or restitution of any portion of the Membership Due paid.

3.4. Permitted Methods of Remittance & Wire Transfer Fee. Charter Membership Dues are payable by ACH bank transfer through the secure COG settlement portal, or by Zelle. Debit or credit cards are not accepted for Charter Membership Dues. Wire transfer is also available for Charter Membership Dues and is subject to an additional wire processing fee of thirty-five U.S. Dollars ($35.00), which covers the incoming wire charge assessed by COG’s bank and the administrative verification and reconciliation of the transfer. The wire processing fee is charged in addition to the Membership Due, is not credited against the Membership Due, does not increase the structured purchase discount basis stated in Section 2, and is nonrefundable under any circumstance. Wire instructions are issued by COG upon request; a request must reference the Member’s application reference number, and the Member must include that reference number in the wire memo so that the funds can be identified and applied to the correct application. Membership credentials, portal access, and the priority CLEANnumber are activated only upon confirmation of receipt of the full Membership Due and, where a wire transfer is used, the wire processing fee.

4. SEPARATION FROM REAL ESTATE TRANSACTIONS & CONDITIONAL PURCHASE DISCOUNTS

4.1. No Real Property Contract. Member acknowledges and agrees that this Agreement does not constitute a contract for the purchase or sale of real estate, an agreement of sale, a construction contract, or an offer of a lot or parcel. Real property acquisitions, if any, shall be governed exclusively by a separate, formal, fully executed Real Estate Purchase and Sale Agreement (the “Purchase Agreement”) adhering to all applicable statutory and local jurisdictional requirements.

4.2. Structured Purchase Discounts. The structured discounts outlined in Section 2 (ranging from 2.7% to 19.9% up to the stated maximum caps) represent conditional contractual concessions offered by the CLEAN Ecosystem to active COG members in good standing. To apply a structured discount:

• —(a) Member must hold an active COG status;
• —(b) Member must personally execute the Purchase Agreement for an eligible, available CLEANhome unit within an active CLEANcommunity development; and
• —(c) Discounts are non-transferable and may not be assigned, sold, or aggregated across multiple parties, lots, or simultaneous builds unless authorized in writing by the corporate board of CarbonLessEnergy Holdings, Inc.

4.3. No Guarantee of Timeline, Siting, or Cost. Member recognizes that real property developments are subject to geographic, municipal, engineering, environmental, supply-chain, and regulatory approvals. Enrollment in COG does not constitute a legal guarantee that a CLEANcommunity will be permitted or completed within a specific timeframe, in a specific micro-location, or at an immutable final price point.

5. INTELLECTUAL PROPERTY & PERMISSIBLE USE OF MATERIALS

5.1. Proprietary Classification. All documentation, briefings (including the CLEANhorizon Briefing series), whitepapers, audio/video recordings, and leadership updates provided through the COG portal constitute proprietary trade property and protected intellectual material of CarbonLessEnergy Holdings, Inc.

5.2. Limited Personal License. Member is granted a non-exclusive, non-transferable, revocable license to access, review materials strictly for personal, non-commercial education and evaluation.

5.3. Prohibition on Commercial Dissemination. Member shall not distribute, sublicense, republish, upload to social media networks or public forums, broadcast, or transmit any technical, strategic, or operational documents obtained through COG to any third party, competitor, or public platform without express prior written approval from an executive officer of COG. Unauthorized distribution of proprietary documentation constitutes a material breach of this Agreement, subjecting Member to immediate termination without refund, forfeiture of all discount privileges, and potential civil liability.

6. CONDUCT, REVOCATION, & TRANSFERABILITY

6.1. Code of Member Conduct. COG is committed to constructive, aligned engagement. Members participating in digital forums, planning charrettes, galas, or leadership roundtables agree to maintain a professional, respectful demeanor. Disruption, slander, breach of intellectual property, or intentional acts designed to disparage or harm the development of CLEANcommunities shall be grounds for immediate revocation of membership.

6.2. Termination for Cause. In the event of Member’s material breach of Section 5 or Section 6.1, COG reserves the right to terminate Member’s access to the portal, revoke event invitations, and cancel conditional purchase discounts immediately upon written notice. Due to the nonrefundable nature of ordinary business income dues, no refund shall be issued upon termination for cause.

6.3. Non-Transferability. Membership credentials, tier standings, CLEANnumbers, and accumulated purchase privileges are personal to the individual or business entity executing this Agreement. Member may not sell, trade, assign, pledge, or transfer this Agreement or any associated perks to another party without prior written corporate authorization.

7. LIMITATION OF LIABILITY & DISCLAIMERS

7.1. “As-Is” Deliverables. All engineering overviews, micro-infrastructure digests, and technical projections provided within the COG portal represent conceptual paradigms and engineering objectives. While rooted in professional evaluations and active patents/specifications, they do not constitute warranties, performance guarantees, or formal structural certifications for a specific individual site until incorporated into definitive engineering and construction contracts.

7.2. Damages Cap. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL COG, CARBONLESENERGY HOLDINGS, INC., OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AFFILIATES, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF COG INTELLECTUAL ASSETS.

THE MAXIMUM AGGREGATE RECOVERY AVAILABLE TO MEMBER UNDER ANY DISPUTE OR CLAIM DIRECTLY OR INDIRECTLY RELATED TO THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE EXACT AMOUNT OF THE CHARTER MEMBERSHIP DUE ACTUALLY PAID BY MEMBER TO COG.

8. DISPUTE RESOLUTION & BINDING ARBITRATION

8.1. Informal Negotiation Window. Prior to initiating formal dispute proceedings, Member and COG agree to engage in direct, good-faith negotiations to resolve any grievance. Member shall submit a detailed written statement of dispute to resolutions@cleanhomeowners.org (or designated administrative email). Both parties agree that if the dispute is not resolved within sixty (60) days of that submission, either party may initiate arbitration as provided below.

8.2. Binding Arbitration. Any controversy or claim arising out of or relating to this Agreement, or to the breach, termination, enforcement, interpretation, or validity of this Agreement or the membership privileges granted herein shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

8.3. Waiver of Jury Trial & Class Actions. MEMBER AND COG MUTUALLY AGREE THAT ALL CLAIMS SHALL BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BOTH PARTIES EXPLICITLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

9. GENERAL LEGAL PROVISIONS

9.1. Governing Law. This Agreement shall be governed by, interpreted, and construed under the laws of the State of Delaware (or the state of primary incorporation of CarbonLessEnergy Holdings, Inc.), without regard to its conflict of law principles.

9.2. Severability. If any provision of this Agreement, or any portion thereof, is determined by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

9.3. Entire Agreement. This Agreement constitutes the complete and exclusive understanding between Member and COG concerning the subject matter hereof and supersedes all prior negotiations, verbal statements, marketing collateral, discussions, and correspondence. No amendment or modification shall be binding unless documented in writing and executed by an authorized officer of COG.

10. MEMBER ACKNOWLEDGMENT & EXECUTION

BY CHECKING THE “I AGREE” PROTOCOL, TRANSMITTING AN ELECTRONIC SIGNATURE, OR REMITTING PAYMENT FOR CHARTER MEMBERSHIP DUES, THE APPLICANT EXPLICITLY ATTESTES THAT:

• —1. I have read, understood, and voluntarily accept every term of this Agreement.
• —2. I acknowledge that my Membership Due is fully earned upon receipt and is completely nonrefundable.
• —3. I understand that I am purchasing private membership credentials, intellectual digests, and priority privileges – not real estate, an escrowed deposit, or a guaranteed construction slot.
• —4. I agree to keep proprietary materials confidential and to act within the guidelines established for the CLEANhome Owners Group.

MEMBER INFORMATION & AFFIRMATION

Selected Charter Tier: [ ] Trailblazer ($2.7K) [ ] Pioneer ($7.2K) [ ] Architect ($27K) [ ] Founder ($72K)

Member Full Legal Name:

Physical Street Address:

City, State, Postal Code:

Primary Contact Email:

Direct Telephone Number:

Member Signature: ______________________ Date: ______________

Authorized COG Officer: ______________________ Date: ______________

Assigned CLEANnumber: COG-CHARTER-________________ [Assigned upon payment confirmation]

1. RECITALS & PURPOSE OF MEMBERSHIP

CLEANcircle (the “Club”) is a private membership club of the CLEANmovement, an auxiliary association of CarbonLessEnergy Holdings, Inc. and its operating affiliates, CLEANsolar and CLEANhomes (collectively, the “CLEAN Ecosystem”). The Club is organized to convene people who want a CLEANhome, who follow the development of the CLEAN Ecosystem, and who intend to take part in it from the beginning. The CLEANhome Owners Group serves those who are already committed to acquiring a CLEANhome; CLEANcircle serves those who like what they see and want one.

By executing this Charter Membership Agreement (this “Agreement”) and paying the designated membership due, Member seeks immediate access to Club communications and member materials, and the specific intelligence, publication, apparel, and conference privileges of the selected tier set out in Section 2.

2. CHARTER MEMBERSHIP TIERS & SPECIFIC DELIVERABLES

Membership is granted across four distinct tiers, each carrying specific access rights, club privileges, and member deliverables. Two payment rates are available for each tier; the tier is assigned on payment of either rate. The schedule of dues, seats, and core deliverables is established as follows:

A member holds one tier at a time. Publications issued in the member’s edition, apparel in the member’s size, and web conference access are subject to availability and to the fulfillment terms published on the CLEANmovement portal.

3. MEMBERSHIP TERM, CHARTER DESIGNATION & TIER UPGRADES

3.1. Term. CLEANcircle membership is good through the date CLEANhomes open for sale, or twenty-seven (27) months from the date of enrollment, whichever is later. Membership does not renew automatically, and it conveys no right to any CLEANhome, lot, or reservation.

3.2. Charter Member Designation. Applicants who enroll during the Charter Member open enrollment window – beginning November 27, 2026 and closing upon the platform launch on February 7, 2027 – are designated Charter Members. Charter Member status is permanent and is not available to members who enroll after the window closes.

3.3. Tier Upgrades. Every member may upgrade to the next tier through purchases of CLEAN Ecosystem books or merchandise (clothing, bags, and more), applied against the member’s account under the upgrade schedule published on the CLEANmovement portal. An upgrade does not extend the term in Section 3.1 and does not entitle the member to a refund of dues already paid.

3.4. Seat Limits. Each tier is limited to the total seats stated in Section 2. The Club may close a tier when its seats are filled.

4. NATURE OF DUES: NONREFUNDABLE ORDINARY BUSINESS INCOME

4.1. Full Immediate Consideration. Member expressly agrees and confirms that upon receipt and clearance of the membership due by the Club, the Club has fully performed its initial consideration by immediately issuing Member’s digital club credentials, authorizing access to the CLEANcircle member materials and portal, providing downloadable publications and intelligence digests, and assigning the Member’s unique, timestamped membership reference number.

4.2. No Escrow or Segregation of Funds. Member explicitly acknowledges that the membership dues:

• —(a) Are ordinary business revenue earned by the Club upon receipt;
• —(b) Shall not be segregated, held in escrow, or deposited in a custodial, trust, or real estate client account;
• —(c) Shall not accrue interest to the credit of the Member; and
• —(d) May be utilized immediately by the Club and its parent or affiliated operating entities for administrative operations, research dissemination, community platform maintenance, member publications and fulfillment, events, and general corporate development.

4.3. Absolute Non-Refundability. Because membership rights, digital credentials, private documentation, and intellectual materials are granted and made accessible immediately upon enrollment, ALL MEMBERSHIP DUES ARE STRICTLY AND PERMANENTLY NONREFUNDABLE UNDER ANY CIRCUMSTANCE. Cancellation, voluntary withdrawal, termination, failure to utilize membership perks, expiration of the term in Section 3.1, or a subsequent decision not to acquire a CLEANhome will under no condition entitle Member to a return, refund, chargeback, or restitution of any portion of the dues paid.

5. SEPARATION FROM REAL ESTATE TRANSACTIONS & PURCHASE PRIVILEGES

5.1. No Real Property Contract. Member acknowledges and agrees that this Agreement does not constitute a contract for the purchase or sale of real estate, an agreement of sale, a construction contract, or an offer of a lot or parcel. Real property acquisitions, if any, shall be governed exclusively by a separate, formal, fully executed Real Estate Purchase and Sale Agreement (the “Purchase Agreement”) adhering to all applicable statutory and local jurisdictional requirements.

5.2. No Reservation, Priority, or Discount Conveyed. CLEANcircle membership constitutes the purchase of club credentials, publications, intelligence materials, and member privileges. It does not itself constitute a reservation of, a priority right to, or a discount against any CLEANhome, lot, or CLEANcommunity. Any such privilege or concession is offered only under a separate written agreement between Member and the applicable CLEAN Ecosystem entity, and is non-transferable.

5.3. No Guarantee of Timeline, Siting, or Cost. Member recognizes that real property developments are subject to geographic, municipal, engineering, environmental, supply-chain, and regulatory approvals. Enrollment in CLEANcircle does not constitute a legal guarantee that a CLEANcommunity will be permitted or completed within a specific timeframe, in a specific micro-location, or at an immutable final price point.

6. INTELLECTUAL PROPERTY & PERMISSIBLE USE OF MATERIALS

6.1. Proprietary Classification. All documentation, bulletins, digests, whitepapers, publications (including 27 WAYS and the CLEANhorizon Briefing series), audio/video recordings, Quarterly Web Conference (QWC) sessions, and leadership updates provided through the CLEANcircle portal constitute proprietary trade property and protected intellectual material of CarbonLessEnergy Holdings, Inc.

6.2. Limited Personal License. Member is granted a non-exclusive, non-transferable, revocable license to access and review materials strictly for personal, non-commercial education and evaluation.

6.3. Prohibition on Commercial Dissemination. Member shall not distribute, sublicense, republish, upload to social media networks or public forums, broadcast, or transmit any technical, strategic, or operational documents obtained through CLEANcircle to any third party, competitor, or public platform without express prior written approval from an executive officer of the Club. Unauthorized distribution of proprietary documentation constitutes a material breach of this Agreement, subjecting Member to immediate termination without refund, forfeiture of all upgrade credits and privileges, and potential civil liability.

7. CONDUCT, REVOCATION, & TRANSFERABILITY

7.1. Code of Member Conduct. The Club is committed to constructive, aligned engagement. Members participating in digital forums, member Q&A sessions, web conferences, or club events agree to maintain a professional, respectful demeanor. Disruption, slander, breach of intellectual property, or intentional acts designed to disparage or harm the development of CLEANcommunities shall be grounds for immediate revocation of membership.

7.2. Termination for Cause. In the event of Member’s material breach of Section 6 or Section 7.1, the Club reserves the right to terminate Member’s access to the portal, revoke conference and event access, and cancel any upgrade credits immediately upon written notice. Due to the nonrefundable nature of ordinary business income dues, no refund shall be issued upon termination for cause.

7.3. Non-Transferability. Membership credentials, tier standings, membership reference numbers, and accumulated upgrade credits are personal to the individual executing this Agreement. Member may not sell, trade, assign, pledge, or transfer this Agreement or any associated perks to another party without prior written corporate authorization.

8. LIMITATION OF LIABILITY & DISCLAIMERS

8.1. “As-Is” Deliverables. All engineering overviews, micro-infrastructure digests, intelligence briefings, and technical projections provided within the CLEANcircle portal represent conceptual paradigms and engineering objectives. While rooted in professional evaluations and active patents/specifications, they do not constitute warranties, performance guarantees, or formal structural certifications for a specific individual site until incorporated into definitive engineering and construction contracts.

8.2. Damages Cap. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL CLEANCIRCLE, THE CLEANMOVEMENT, CARBONLESENERGY HOLDINGS, INC., OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AFFILIATES, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF CLUB INTELLECTUAL ASSETS.

THE MAXIMUM AGGREGATE RECOVERY AVAILABLE TO MEMBER UNDER ANY DISPUTE OR CLAIM DIRECTLY OR INDIRECTLY RELATED TO THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE EXACT AMOUNT OF THE MEMBERSHIP DUE ACTUALLY PAID BY MEMBER TO THE CLUB.

9. DISPUTE RESOLUTION & BINDING ARBITRATION

9.1. Informal Negotiation Window. Prior to initiating formal dispute proceedings, Member and the Club agree to engage in direct, good-faith negotiations to resolve any grievance. Member shall submit a detailed written statement of dispute to resolutions@cleanhomeowners.org (or the administrative address published on the CLEANmovement portal). Both parties agree that if the dispute is not resolved within sixty (60) days of that submission, either party may initiate arbitration as provided below.

9.2. Binding Arbitration. Any controversy or claim arising out of or relating to this Agreement, or to the breach, termination, enforcement, interpretation, or validity of this Agreement or the membership privileges granted herein shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

9.3. Waiver of Jury Trial & Class Actions. MEMBER AND THE CLUB MUTUALLY AGREE THAT ALL CLAIMS SHALL BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BOTH PARTIES EXPLICITLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

10. GENERAL LEGAL PROVISIONS

10.1. Governing Law. This Agreement shall be governed by, interpreted, and construed under the laws of the State of Delaware (or the state of primary incorporation of CarbonLessEnergy Holdings, Inc.), without regard to its conflict of law principles.

10.2. Severability. If any provision of this Agreement, or any portion thereof, is determined by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

10.3. Entire Agreement. This Agreement constitutes the complete and exclusive understanding between Member and the Club concerning the subject matter hereof and supersedes all prior negotiations, verbal statements, marketing collateral, discussions, and correspondence. No amendment or modification shall be binding unless documented in writing and executed by an authorized officer of the Club.

11. MEMBER ACKNOWLEDGMENT & EXECUTION

BY CHECKING THE “I AGREE” PROTOCOL, TRANSMITTING AN ELECTRONIC SIGNATURE, OR REMITTING PAYMENT FOR CHARTER MEMBERSHIP DUES, THE APPLICANT EXPLICITLY ATTESTES THAT:

• —1. I have read, understood, and voluntarily accept every term of this Agreement.
• —2. I acknowledge that my membership due is fully earned upon receipt and is completely nonrefundable.
• —3. I understand that I am purchasing private membership credentials, intellectual digests, publications, and member privileges – not real estate, an escrowed deposit, a reservation, or a guaranteed construction slot.
• —4. I agree to keep proprietary materials confidential and to act within the guidelines established for CLEANcircle.

MEMBER INFORMATION & AFFIRMATION

Selected Tier: [ ] Lookout ($27 ACH/Zelle, $30 card) [ ] Navigator ($72 / $75) [ ] Pathfinder ($270 / $280) [ ] Voyager ($720 / $745)

Member Full Legal Name:

Physical Street Address:

City, State, Postal Code:

Primary Contact Email:

Direct Telephone Number:

Member Signature: ______________________ Date: ______________

Authorized CLEANcircle Officer: ______________________ Date: ______________

Assigned CLEANcircle Membership ID: CC-CHARTER-________________ [Assigned upon payment confirmation]

Payment window: a registered applicant’s payment window opens on the first day of open enrollment and remains open for seventy-two (72) hours.