Payment Agreement

This Payment Agreement is entered into as of 12 May by and between Mitchell & Co. , having its principal place of business located at 14 Banksia St, Brisbane QLD 4000 (the “Owing Party”), and Acme Climate Co. , having its principal place of business located at 14 Banksia St, Brisbane QLD 4000 (the “Owed Party”) collectively referred to as the “Parties” — who agree to be legally bound by the terms of this Agreement.

Whereas,

The Owing Party acknowledges that it owes the Owed Party the amount of AUD $[X] (the “Deficiency”);

Whereas,

The Parties wish to enter into a formal agreement whereby the Owing Party shall repay the Deficiency to the Owed Party according to a mutually agreed payment plan;

Now, therefore,

In consideration of the mutual covenants and undertakings set forth herein, the Owing Party and the Owed Party (each a “Party” and collectively the “Parties”) agree to the following terms and conditions:

1. Deficiency acknowledgment

The Owing Party agrees and acknowledges that it is indebted to the Owed Party in an amount equal to the Deficiency, as defined above. Nothing in this Payment Agreement shall be construed as a waiver of any amounts owed. In the event of any breach of this Agreement by the Owing Party, the Owed Party’s rights to recover the Deficiency shall remain fully enforceable and unrestricted.

If the proceeds from the sale or disposal of any assets are insufficient to meet the Owing Party’s obligations, including legal and recovery costs incurred by the Owed Party, the Owing Party shall be responsible for covering any such shortfall.

2. Representations and Warranties

This section affirms that both parties (especially the Owing Party) have the legal capacity, authority, and intent to enter into and fulfil the Agreement. It also reinforces that the payment plan is realistic and enforceable based on current circumstances.

3. Payment plan

The Parties agree to the payment schedule outlined in Exhibit A (the “Payment Plan”). The Owing Party shall make payments to the Owed Party on the dates specified therein.

All payments must be transferred to a bank account nominated by the Owed Party, located within their country of residence. Unless otherwise agreed, payments shall be made in AUD. If a payment due date falls on a weekend or public holiday, the payment must be made on the following business day.

Late payments shall accrue interest at the prime rate as published by the Reserve Bank of Australia on the due date, plus an additional [insert]% per annum, calculated daily on the overdue amount.

4. Method of payment

All payments under this Agreement shall be made via bank transfer to the Owed Party, in accordance with the schedule specified in the Payment Plan.

5. Release and indemnification

In consideration of this Agreement, the Owed Party agrees to release any additional or ancillary claims against the Owing Party relating to the Deficiency as of the date of this Agreement.

This release does not waive the Owed Party’s right to enforce the terms of the Payment Plan, nor does it discharge the Owing Party from its obligation to pay the Deficiency in full as agreed. The Owed Party retains all rights to seek collection in the event of non-compliance.

6. Acceleration upon breach

If the Owing Party fails to make any payment in accordance with the Payment Plan, and such failure continues for a period of ten (10) days, the full outstanding balance of the Deficiency shall become immediately due and payable without further notice or demand.

7. Assignment

The Owed Party may assign its rights and obligations under this Agreement to another party by providing written notice to the Owing Party. In such case, the assignee shall be entitled to receive payments and may specify an alternate payment method or account.

8. No modification unless in writing

This Agreement may not be modified, amended, or altered in any way except by a written document signed by both Parties. Oral agreements or understandings shall have no legal effect.

9. Severability

If any provision of this Agreement is held to be invalid or unenforceable under applicable law, that provision shall be struck from the Agreement. The remaining provisions shall remain in full force and effect as if the invalid portion had never been included.

Clause of Severability: Any clause, term, or condition of this Agreement found unenforceable shall not affect the enforceability of the remainder of the Agreement.

10. Applicable law

This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of New South Wales, Australia, and subject to the exclusive jurisdiction of the courts of New South Wales.

This Agreement represents the entire understanding between the Parties regarding its subject matter and shall remain in effect until terminated by mutual agreement. Section titles are provided for convenience only and shall not affect the interpretation of any provision within this Agreement.

Each Party consents to the jurisdiction of the courts located in New South Wales and agrees that any disputes arising out of or related to this Agreement shall be heard exclusively in those courts. This Agreement shall be interpreted and enforced in accordance with the laws of that jurisdiction, without regard to conflict-of-law principles.

Securities trading
The Parties acknowledge that any person who possesses material, non-public information about this transaction must comply with all applicable insider trading laws. While this Agreement is not governed by U.S. securities regulations, the Parties agree to uphold standards of confidentiality and integrity, and to ensure all employees, officers, and stakeholders involved are aware of their obligations with respect to any sensitive business information.

Notices
All notices or communications under this Agreement shall be in writing and delivered personally, sent via registered mail, or emailed to the designated addresses of the Parties. Notices will be deemed received on the date of delivery (or, if sent by email, upon receipt confirmation). Either Party may update their contact details by giving written notice to the other Party.

IN WITNESS WHEREOF,

The Parties have executed this Payment Agreement as of the date first written above. By signing below, each Party affirms that they have the authority to enter into this Agreement and agree to be bound by its terms and conditions.

Acme Climate Co.

Daniel Reyes

Mitchell & Co.

Sarah Mitchell

Exhibit A

Payment Plan