Yield Assurance
Program Terms

PhycoTerra FX Performance Assurance Program Participation Agreement

Official Terms of Agreement & Performance Warranty

This PhycoTerra FX Performance Assurance Program Participation Agreement (this “Agreement”) by and between Heliae Development, LLC dba PhycoTerra (“PhycoTerra”) and the participant (the “Grower”) shall govern the terms of the PhycoTerra FX Performance Assurance Program (the “Program”). Participation in the Program signifies full acceptance, by the Grower, of the terms of this Agreement.  PhycoTerra and the Grower may be referred to herein, in their respective individual capacities, as a “party” or, collectively, the “parties”.

1. Program Overview & Cost

• Co-Application Requirement: Grower must apply PhycoTerra FX (the “Product”) in direct conjunction with a qualifying fungicide application during the current growing season.
• Investment Cost: Enrollment in the Program requires an investment of up to $5.00 per acre for the Product (“Per Acre Product Investment”).

2. The Performance Warranty & Rebate Trigger

The Program offers a performance guarantee based on the current year’s yield performance versus the Grower’s actual production history yield (“APH”).

• The Guarantee: The current year yield for the Grower’s enrolled acreage will exceed the Yield Baseline (as defined below), resulting in a positive Incremental Yield (as defined below).
• Rebate Condition: PhycoTerra will issue a rebate of the Per Acre Product Investment for any validated, underperforming Unit (as defined below) having a negative Incremental Yield.
• Form of Rebate: All approved rebates will be issued in the form of cash or credit, at PhycoTerra’s discretion.
• Rebate Issuance Deadline: All approved rebates will be issued to the Grower by February 15, 2027.

3. Yield Baseline Definition

To ensure an objective evaluation, Yield Baseline, as used herein, shall be strictly defined as follows:

• Yield Baseline: The Grower’s official 5-Year APH for the exact Units and identical crop type enrolled in the Program.

4. The Performance Yield Formula

PhycoTerra will execute the assurance evaluation using the following standardized equation:

  Incremental Yield (Bu/Acre) = Current Year Yield – Yield Baseline

• If Incremental Yield is positive: The Product performed as guaranteed, and no rebate will be issued.
• If Incremental Yield is negative: The performance threshold was not met, and a rebate equal to the Grower’s actual invoiced Product cost per acre, capped at the Per Acre Product Investment, shall be issued to the Grower.
• Incremental Yield will be calculated via direct Unit comparison. Units will be determined in accordance with the Grower’s crop insurance unit structure.  Only identified Units having a negative Incremental Yield will be eligible for a rebate.

5. Application Window & Growth Stage Requirement

To qualify for the Program, the Product and qualifying fungicide tank-mix application must meet the following requirements:

• Application Window: The qualifying application must occur between May 15, 2026 and August 15, 2026.
• Growth Stage: For corn, application must occur at the VT–R2 stage. For soybeans, application must occur at the R1–R3 stage. Applications made outside the specified growth stage range void Program eligibility.
• Application Rate: The Product must be applied at 8 ounces per acre in tank-mix with the qualifying fungicide. Application of the Product at non-compliant rates voids Program eligibility.
• Required Documentation: The Grower must retain and submit, as part of the claim documentation, the exact application date, application rate, GPS coordinates or shape file of the treated Units, and the products used in the tank-mix.

6. Claim Submission Process & Deadlines

Manual, emailed, or verbal submissions will not be accepted.

• Submission Portal: All claims must be filed electronically via the official Program website at https://phycoterra.com/yield-assurance/.
• Final Deadline: All required data, forms, and supporting documents must be successfully uploaded by December 1, 2026.
• Required Documentation:
• Valid retail invoices proving purchase and per-acre pricing for the Product and the co-applied fungicide.
• Documented insurance records verifying the Yield Baseline.
• Certified current-year harvest data (e.g., yield maps) for the treated Units.

7. Verification and Finality

PhycoTerra reserves the right to audit all submitted yield data. Incomplete submissions, unverified data, or filings completed after the December 1, 2026 deadline will result in immediate claim denial.

8. Force Majeure and Excluded Causes of Loss

Notwithstanding any other provision of this Agreement, the Program does not cover, and no rebate shall be issued for, yield shortfalls caused in whole or in material part by any Acts of God or other extraordinary, unavoidable natural event, including, but not limited to, the following events or conditions occurring during the 2026 growing season on the enrolled Unit(s):

• Drought conditions resulting in a designation of D2 (Severe Drought) or higher by the U.S. Drought Monitor;
• Hail, tornado, derecho, or other severe weather events causing visible damage to the standing crop;
• Flooding or prolonged saturation that prevents normal root function;
• Early or late frost, freeze, or cold injury occurring outside the typical regional climatological window;
• Insect, disease, or weed pressure that exceeds economic thresholds and was not adequately controlled by the Grower’s standard agronomic practices;
• Replant events, whether partial or full, on any portion of the enrolled Units;
• Off-label use, misapplication, or failure to follow product label directions for the Product or the co-applied fungicide;
• Government action, regulatory restriction, war, civil unrest, labor disruption, fire, or any other event beyond the reasonable control of PhycoTerra or the Grower.

In the event of a claim where one or more of the above conditions materially contributed to the yield shortfall, PhycoTerra reserves the sole right to deny the claim in full or reduce the rebate proportionally. Determination of materiality shall be made by PhycoTerra, based on county-level weather data, USDA reports, U.S. Drought Monitor designations, and any other reasonable, objective evidence.

9. Dispute Resolution and Governing Law

Any dispute, claim, or controversy arising out of or relating to the Program, including the validity, interpretation, performance, or breach thereof, shall be resolved according to the following schedule:

• Step 1 — Internal Appeal: If the Grower disagrees with the PhycoTerra’s decision regarding a claim, the Grower must submit a written appeal to PhycoTerra within thirty (30) calendar days of receiving the claim decision. The appeal must specify the basis for the disagreement and include any additional supporting documentation. PhycoTerra shall review the appeal and issue a final written determination within forty-five (45) calendar days of receipt of the appeal.
• Step 2 — Mediation: If the dispute remains unresolved following the internal appeal, the parties agree to participate in non-binding mediation conducted by a mutually agreed-upon mediator. The cost of mediation shall be shared equally between the parties.
• Step 3 — Binding Arbitration: If the dispute is not resolved through mediation within sixty (60) calendar days of the initial mediation request, the dispute shall be submitted to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Maricopa County, Arizona, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles.
• Waiver of Class Actions: The parties expressly waive any right to participate in a class action, collective action, or representative proceeding arising out of or relating to this Agreement.
• Attorneys’ Fees: For any dispute proceeding arising herefrom, the non-prevailing party shall be responsible for payment of any reasonable attorneys’ fees and costs incurred by the prevailing party.