We are pleased to offer you a contract engagement with Sponic Gardens, Inc., a Texas corporation (C-Corporation) with its principal office at 160 Still Forest Drive, Cedar Creek, TX 78612, USA (the "Company"), to perform Botanical Operations Setup services as an independent contractor. This letter sets out the binding terms of the engagement. By signing below, both parties agree to the terms described herein. Throughout this Engagement Letter, "Contractor" refers to you in your capacity as an independent service provider; the Company is not your employer, and nothing in this Engagement Letter is intended to create or imply an employment relationship.

This engagement begins on the date of signing and continues through August 15, 2026 (the "Initial Term"). Either party may terminate this engagement at any time with 3 days' written notice.

Termination for cause. Notwithstanding the foregoing, the Company may terminate this engagement immediately and without notice in the event of (i) a material breach by the Contractor of this Engagement Letter or the CIIAA, (ii) any conduct by the Contractor amounting to fraud, gross negligence, theft, harassment, or wilful misconduct, or (iii) any act that exposes the Company to material legal or reputational liability. Termination for cause does not affect equity vested up to the termination date but immediately forfeits all unvested portion of the Equity Promise.

Notice method. Written notice under this Engagement Letter must be sent by email to both [email protected] and [email protected]. Notice is effective on the date the email is sent.

Return of equipment & access. During the notice period and before the engagement actually ends, the Contractor will return all Company-purchased equipment and materials and surrender access to all Company accounts, systems, and tools.

The engagement may be extended by mutual written agreement.

A deliverable review will take place monthly between the Contractor and Sonia Wendorff to align on progress against the Phase 0 deliverables in §4. A compensation review will take place at the end of the Initial Term if both parties wish to continue.

Hourly rate	60 PLN gross per hour
Expected hours	Approximately 20 hours per week, adjusted by mutual agreement based on deliverables
Estimated monthly	~4,800–5,200 PLN gross
Payment frequency	Every two (2) weeks, for hours worked in the preceding pay period
Payment method	Wise (or another mutually agreed electronic transfer method)
Engaging entity	To be specified by the Company no later than 5 June 2026; the engaging entity will be a Polish legal entity; see §7(b)
Contract form	Umowa zlecenie (civil-law contract of mandate); see §7(b)

Expenses. The Company will cover reasonable costs for equipment, materials, and software required to produce the deliverables in §4. The Contractor will obtain prior approval from the Company before incurring any such expense.

In addition to hourly compensation, the Company commits to a future-equity promise of 0.5% (the "Equity Promise") of the Company, calibrated and diluted as set out below. The Company's current and planned ownership is documented in the internal Capitalization Table, which is incorporated by reference for the purpose of fixing the Equity Promise's starting baseline.

1. Vesting & cliff: The Equity Promise vests in equal monthly installments over twenty-four (24) months from the date of signing, with each month of active engagement earning 1/24th of the Equity Promise (approximately 0.0208% of the starting baseline per month). A cliff applies until August 15, 2026 (the end of the Initial Term under §1). No vesting accrues prior to August 15, 2026. On that date, if the engagement is still active, three (3) months of vesting (3/24 of the Equity Promise) shall vest in a single catch-up; vesting then continues monthly for the remaining 21 months. If the engagement ends for any reason before August 15, 2026, the entire Equity Promise is forfeited — both vested and unvested.
2. Starting baseline (measurement). The 0.5% is measured against the Company's cap table as documented in §2 of the Capitalization Table — that is, immediately after the planned issuance of membership interests to the Revocable Trust of Subhash Sonnad, with each of the two founders and the Trust holding approximately one-third. Reflecting Mariia's grant at that baseline produces the post-grant cap table in §3 of the Capitalization Table (founders and Trust each at ~33.17%, Contractor at 0.50%). If the Trust admission has not yet been executed at the date of signing of this Engagement Letter, the starting baseline shall be deemed to take effect on the date the Trust is admitted (with the Contractor's percentage measured against the post-Trust cap table on that date); the Equity Promise shall not be diminished by reason of the Trust admission occurring after signing. The Capitalization Table controls the arithmetic; this clause controls the contract.
3. Dilution from later events. The Equity Promise is subject to proportional dilution from every equity event that occurs after the starting baseline in clause (b), on the same basis as the founders and the Trust. Dilutive events include, without limitation: future financings (SAFEs, convertible notes, priced equity rounds); the authorization of any option or incentive pool; new equity grants to other employees, contractors, advisors, or directors; stock splits and recapitalizations; and any reincorporation, redomestication, or reorganization of the Company (including a possible reincorporation to a Delaware C-Corporation), to the extent accompanied by any of the foregoing. The Contractor has no anti-dilution protection. Worked illustrations appear in §4 of the Capitalization Table.
4. Conversion event. The Equity Promise converts into actual equity at the earlier of (i) the first priced equity financing of the Company (which may, in connection with that financing, include a reincorporation to Delaware), or (ii) a sale of the Company. At conversion, the Company shall grant the Contractor — at the Company's election — one of the following:
   • non-qualified stock options (NSOs) or equivalent under the Company's then-adopted equity incentive plan, with a strike price equal to fair-market value at the date of grant;
   • shares of restricted stock subject to the same vesting schedule (with the Contractor entitled to make an IRC §83(b) election at her own cost);
   • or an equivalent equity instrument at the Polish operating subsidiary level (e.g., warrants on shares of a Polish sp. z o.o.) if the grant is structured at that entity rather than the US parent.
   The number of options, shares, or units granted shall reflect the Contractor's then-current percentage of the Company — that is, the 0.5% starting baseline under clause (b), adjusted downward for every dilutive event under clause (c) occurring before conversion. The vesting accrued under clause (a) to date carries over; the unvested remainder vests on the same monthly schedule going forward.
5. Unvested equity: If the engagement ends before the full 24-month vesting period, the Contractor retains all equity vested up to the final day of active engagement. Unvested equity is forfeited.
6. Good-faith commitment: The Company will make commercially reasonable efforts to establish a share-issuing structure and formalize the equity grant within twelve (12) months of signing.
7. Cessation of operations. If the Company ceases operations, dissolves, files for bankruptcy or insolvency, or otherwise winds down before the Equity Promise has been converted into actual equity, the Equity Promise expires automatically and the Contractor shall have no further rights, claims, or entitlements with respect to it — vested or unvested. The Company has no obligation to convert, settle, or otherwise compensate the Contractor for any unconverted portion in such circumstances.
8. No guarantee of value. The Contractor acknowledges that the value of startup equity is inherently uncertain and frequently turns out to be zero. The Equity Promise may never become liquid; may be subject to liquidation preferences of preferred investors that exhaust available proceeds in any sale of the Company; may be substantially diluted by future financings; may be cancelled in a restructuring; may expire unexercised after termination (in the case of options); and is dependent on the Company achieving a successful exit event that may never occur. The Contractor should not rely on the Equity Promise as a source of income or value, and is encouraged to seek independent legal and tax advice before signing.
9. Equity tax responsibility. The Contractor is solely responsible for any Polish, US, or other taxes, social contributions, or other charges that may arise at the time of grant, vesting, exercise, sale, or any other taxable event relating to the Equity Promise or the equity ultimately issued under it. The Company makes no representation as to the tax treatment of the Equity Promise.
10. Vesting credit on transition to full-time employment. If the engagement is converted to an employment contract under §7(d) (with the Polish operating subsidiary or another Sponic entity) and the Contractor receives a new or replacement equity or options grant in connection with that conversion, the Company shall use commercially reasonable efforts to give the new grant vesting credit for the Contractor's prior service under this Engagement Letter — including by backdating the new grant's vesting commencement to the date of signing of this Engagement Letter, so that the months already served as contractor count toward vesting on the new grant. This obligation applies only to the extent the backdating complies with applicable US and Polish tax, securities, and labour law and does not create an immediate tax burden on the Contractor at the time of the conversion grant (for example, by causing a portion of the new grant to be deemed already vested for tax purposes at issuance, or by disqualifying preferential instrument treatment). Where literal backdating would produce such consequences, the Company shall structure the credit in an alternative form designed to achieve substantially the same economic effect — for example, by issuing the new grant in a partially-vested state, recognizing prior service credit separately, or applying a phantom-vesting tail — to the extent legally and tax-efficiently practicable.

The engagement is organized in two phases. Phase 0 (pre-venue) begins immediately. Phase 1 (on-site activation) begins once a long-term venue is secured. The detailed background to these phases is set out in the Engagement Proposal, which is incorporated by reference; this Engagement Letter governs the binding deliverables.

The Contractor is engaged to produce the following Phase 0 deliverables, with target completion by the Phase 1 transition:

• Botanical engagement, launched. One selected botanical engagement (member or remote-non-member) designed, built, and made available to at least ten (10) real users, with documented user feedback collected over at least four (4) iteration cycles.
• First grow zone, operational. An equipped grow zone with a documented equipment list, supplier list, purchase costs, and operating procedures sufficient for the Company to replicate or extend.
• Pilot brand & social-media playbook. A documented content cadence, brand voice guide, and at least eight (8) weeks of live posting demonstrating the playbook.
• AI-tooling proficiency demonstrated. Successful completion of at least five (5) Claude Code project tasks, each reviewed and signed off by Sonia Wendorff.
• Phase 1 transition plan. A written plan ready for permanent-venue activation, covering scaling of operations, member-facing experiences, and handover of pilot systems.

The Contractor controls the methods, hours, location, and tools used to produce these deliverables. The Company's interest is in the outputs above; the means of producing them is the Contractor's prerogative. If a Phase 1 scope is undertaken under this Engagement Letter, the parties will document an amended deliverable set in writing before commencement.

Schedule, location, methods. The Contractor maintains her own work schedule, working location, and methods. She determines when and how to perform the services and which tools to use, subject only to the agreed deliverables in §4. The Company does not direct the Contractor's hours, days, or working patterns.

Coordination cadence. The Contractor and the Company will mutually agree on a coordination cadence (typically including a weekly sync) sufficient to align on priorities and deliverables. The Contractor may attend, propose, reschedule, or decline any coordination session at her discretion; missed sessions are not a breach of this Engagement Letter.

Time and progress recording. The Contractor is responsible for logging her work in the Company's task list and submitting periodic work summaries, so that her progress can be accessed and reviewed by other team members for clarity and effective asynchronous collaboration. The Contractor is not subject to clock-in/clock-out, attendance tracking, or any other form of time supervision by the Company.

Reference materials. The Contractor is welcome to consult the shared reference materials at Best Practices for Working at Sponic Gardens, which are provided as guidance and shared context, not as binding rules.

The Contractor's obligations regarding intellectual property, inventions, work product, and confidential information are set out in the separate Confidential Information & Inventions Assignment Agreement (the "CIIAA"), which must be signed concurrently with this Engagement Letter and is incorporated herein by reference. The CIIAA is a condition of, and forms an integral part of, this engagement; this Engagement Letter does not take effect until the CIIAA is also signed by both parties. In the event of any conflict between this Engagement Letter and the CIIAA on matters of intellectual property or confidentiality, the CIIAA prevails.

To the extent the Contractor processes personal data of Company members or users in the course of the engagement, she will handle such data in accordance with applicable data-protection law (including the EU General Data Protection Regulation) and the Company's reasonable instructions.

1. Independent contractor status. The Contractor is engaged as an independent contractor, not as an employee, agent, or partner of the Company. Nothing in this Engagement Letter shall be construed to create an employment relationship under the Polish Labour Code (Kodeks pracy), and in particular the indicia of subordination set out in Article 22 §1 of the Labour Code (instructions as to time, place, and manner of work) shall not apply. The Contractor controls the manner, means, schedule, and methods of performing the services, subject only to the agreed scope of work and deliverables.
2. Contract form (umowa zlecenie). The engagement is structured as a Polish civil-law contract of mandate (umowa zlecenie). The Contractor does not need to register her own business (JDG). The engaging entity will be designated by the Company no later than 5 June 2026 and will be a Polish legal entity: either Sonia Wendorff's Polish sole proprietorship (JDG) or a Polish sp. z o.o. established for Sponic Gardens. The Contractor's rights under this Engagement Letter are identical regardless of which entity is designated. Before the first payment, the Contractor will provide the engaging entity with her PESEL (or NIP if applicable) and bank IBAN.
3. Taxes and contributions. Under the umowa zlecenie, the engaging entity will withhold and remit PIT advances and social-insurance (ZUS) contributions to the extent required by Polish law. The Contractor remains responsible for any additional tax obligations (including annual PIT filing) not discharged by those withholdings. Where the engaging entity is a non-Polish corporation, the Contractor is solely responsible for all applicable Polish taxes and contributions, and the parties will cooperate in good faith to ensure compliance.
4. Transition to employment. The Company intends to transition the Contractor to an employment contract (umowa o pracę) with a Polish entity (anticipated form: spółka z ograniczoną odpowiedzialnością, "sp. z o.o.") within three to six (3–6) months. Upon such establishment, the parties shall in good faith convert this engagement to an employment contract on terms no less favourable in the aggregate than those set out here (including preservation of vested equity under §3). The transition shall be documented in a separate written agreement signed by both parties; failure to reach agreement on transition terms shall not, by itself, terminate this Engagement Letter, which remains in effect on its current terms until either party gives 3 days' notice under §1.
5. No re-characterization. Both parties intend, and will operate in a manner consistent with, an independent-contractor relationship for the duration of this Engagement Letter, and acknowledge that the eventual conversion to an employment contract under clause (d) is the deliberate path by which Polish employee protections will be extended to the Contractor.
6. Representations. The Contractor represents that she is legally entitled to enter into this Engagement Letter, that her performance of the services will not breach any other agreement or obligation, and that she has disclosed any potential conflicts of interest to the Company.
7. Non-exclusive engagement; other business activities. The Contractor represents that, in addition to the services provided under this Engagement Letter, she conducts additional own business activity (dodatkowa własna działalność) with her own customers, suppliers, and brand identity, and she intends to continue that activity in parallel with the engagement. The Contractor is free to take on additional clients and projects during the term. The Company acknowledges, supports, and encourages the Contractor's operation of her independent business activity and the development of other client relationships, provided that (i) no such activity creates a conflict of interest with the Company's business, (ii) no such activity uses or relies on the Company's Confidential Information (as defined in the CIIAA), and (iii) the Contractor's other activities do not materially impair her ability to deliver the Phase 0 outputs in §4 on the agreed schedule.

1. Entire agreement: This letter, together with the Confidential Information & Inventions Assignment Agreement and the Engagement Proposal, each incorporated by reference, constitutes the entire agreement between the parties regarding this engagement and supersedes all prior discussions and understandings.
2. Amendments: Any amendments to this agreement must be in writing and signed by both parties.
3. Governing law: This agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to conflict-of-law principles, except that mandatory provisions of Polish law that cannot be contracted out of (in particular, Polish copyright, employment, and consumer-protection rules applicable to a contract performed in Poland by a Polish resident) shall apply to those matters insofar as required.
4. Jurisdiction: The parties submit to the exclusive jurisdiction of the common courts of Warsaw, Poland for any dispute arising out of or relating to this Engagement Letter that is not resolved by good-faith negotiation, except that the Company may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
5. Assignment to successor. The Company may assign this Engagement Letter and all rights and obligations hereunder, in whole or in part, to any affiliate or successor entity (including the contemplated Polish subsidiary under §7(d), any Delaware C-Corporation, or any other entity formed in connection with a financing or restructuring) upon written notice to the Contractor and without further consent. The Contractor's accrued rights (including under §3) shall be honored by the successor on identical terms. The Contractor may not assign this Engagement Letter without the Company's prior written consent.
6. Survival. Sections 3 (Future Equity Promise, with respect to rights accrued at termination), 6 (Intellectual Property, Inventions & Confidentiality, by reference to the CIIAA), 7(c) (tax responsibility), and 8 (General Provisions) survive termination or expiration of this Engagement Letter.
7. Counterparts & electronic signature: This Engagement Letter may be executed in counterparts and by electronic signature, each of which is deemed an original and all of which together constitute one and the same agreement.
8. Severability: If any provision of this agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be reformed to the minimum extent necessary to render it enforceable while preserving the parties' intent.