Disclaimer on Standardized Agreement
In today’s world, legal knowledge has become widely accessible. It is therefore natural that lawyers, consultants, or even artificial intelligence tools may suggest various modifications or improvements to contractual language.
However, the Manna Coffee network is built as a scalable system based on unified standards and equal rules for all partners. For this reason, the Company is not able to negotiate or maintain individual versions of this Agreement with each Licensee.
This Agreement has been designed to be balanced, transparent, and sustainable for all participants of the ecosystem — including Licensees, end consumers, partners, suppliers, employees, and shareholders.
Any changes adopted by the Company shall apply equally and simultaneously to all participants of the network.
Our core principle is simple:
Treat others as you would like to be treated.
Thank you for joining the Manna Coffee network.
We look forward to a long-term and mutually beneficial cooperation.



MANNA SMART CORNER LICENSING AGREEMENT (v3.0) 04/09/2026
IN THE FORM OF AN OPEN OFFER

This Agreement is entered into by Manna Smart Retail Inc, hereinafter referred to as the "Licensor", address: 1007 N Orange St. 4th Floor Ste 1382 Wilmington DE 19801, and the licensees, hereinafter referred to as the "Licensees", who accept the terms of this open offer by acceptance in accordance with the terms set forth below.

1. Definitions and Terms
For the purposes of this Agreement, the following definitions and terms apply:

• MANNA CORNER - smart retail equipment for the sale of natural coffee and other beverages and/or food previously purchased from Manna Smart Retail Inc. or specified suppliers.
• "Open Offer" - the Licensor's proposal addressed to an indefinite circle of persons to enter into a licensing agreement with him on the terms specified below.
• "Software" - computer software provided to Licensees for use in MANNA CORNER.
• "Merchant Acquiring Service" - a financial service that allows Licensees to accept payments from customers via bank cards through a payment terminal installed in MANNA CORNER, provided by the Licensor as a vendor of payment systems.
• "Goods" - products and consumables intended for sale through MANNA CORNER.
• "Service Support" - services for the maintenance and support of MANNA CORNER provided by the Licensor or authorized third parties.
• "Tier" - a Licensee-selected quarterly billing level for Goods (ingredients, consumables, and related supplies) offered by the Licensor under Section 8, which may include bonus credits and deposit mechanics.
• "Licensee Deposit" - a non-expiring deposit balance credited to the Licensee under Section 8 when actual purchases of Goods are less than the amount corresponding to the selected Tier.
• "Bonus Credits" - non-cash, non-transferable credits granted under Section 8 that may be applied only within the Manna Coffee ecosystem for permitted purposes.

2. Subject of the Agreement
The Licensor grants the Licensee a non-exclusive license to use the Software, Trademarks, and the Manna Coffee brand, and also undertakes to supply Goods, Merchant Acquiring Services, and provide Service Support in accordance with the terms of this Agreement.

3. Compliance with Laws
Both parties agree to comply with all applicable federal, state, and local laws, ordinances, regulations, and codes that are relevant to the performance of their respective obligations under this Agreement.

4. Rights and Obligations of the Licensor
The Licensor undertakes to:

• Provide the Licensee access to the Software.
• Supply Goods in accordance with agreements.
• Provide the Merchant Acquiring Service.
• Provide Service Support to maintain MANNA CORNER in working order.
• Ensure the use of Trademarks and brands in accordance with applicable law and this Agreement.
• Provide access to umbrella rates of services necessary for the proper functioning of MANNA CORNER, including but not limited to internet.
• Create competitive conditions for the purchase of Goods and work standards, including pricing for end consumers.

5. Status of the Licensee
The Licensee confirms that it is a separate legal entity or individual entrepreneur, completely independent. The Licensee acknowledges that neither party to this Agreement has the right or authority to act as an agent or representative of the other party or to bind the other party in any way except as expressly provided in this Agreement. Any actions taken by the Licensee in the course of its commercial activity are carried out exclusively on its behalf and at its risk.

6. Limitation of Liability
The Licensor shall not be liable to the Licensee or any third party for any indirect, incidental, special, consequential, or punitive damages, including but not limited to, loss of profits, data, use, goodwill, or other intangible losses, resulting from the Licensee's access to or use of or inability to access or use the services, goods, or software provided under this Agreement.

7. Rights and Obligations of the Licensee
The Licensee undertakes to:

• Comply with the standards of operation established by the Licensor.
• Purchase services and Goods exclusively from the Licensor or suppliers specified by him at prices reflected on the website https://www.manna.coffee.
• Pay a monthly fee for the use of the Software in accordance with the tariffs specified on the website https://www.manna.coffee, and comply with the payment and billing procedures established under this Agreement, including automatic billing where applicable.
• Compensate their share of expenses within the access provided by the licensor to umbrella tariffs necessary for the correct functioning of MANNA CORNER, including but not limited to internet.
• Participate in the loyalty program provided by the Licensor, offering the corresponding bonuses to customers, as well as accepting bonuses from customers as payment according to the terms of the program.

7.1. EXCLUSIVE SUPPLIER OBLIGATION
The Licensee MUST purchase all ingredients, consumables, and supplies exclusively through:
(a) Official Manna Smart Retail website https://www.manna.coffee
(b) Authorized distributors explicitly approved in writing by Licensor
7.2. PROHIBITED SOURCES
Use of ingredients, supplies, or consumables from ANY third-party suppliers,
retail stores, or unauthorized sources is STRICTLY PROHIBITED and constitutes
a material breach of this Agreement subject to immediate termination.
7.3. QUALITY ASSURANCE REQUIREMENT
Only Licensor-approved ingredients ensure product quality, brand consistency, and customer safety. Any deviation compromises the Manna brand and violates this Agreement.

8. Financial Terms
Monthly payments for the use of the Software, the cost of Goods and services, including the tariff for the cost of the merchant acquiring service, as well as the order of payments are determined according to the terms and tariffs specified on the Licensor's website https://www.manna.coffee. The Licensee is obliged to make payments in a timely manner in accordance with the invoices issued or automatic billing procedures established by the Licensor under this Agreement.
8.1. Tier-Based Monthly Billing for Goods (Ingredients, Consumables, and Related Supplies)
8.1.1. In addition to the monthly fee for the use of the Software and Service Support, the Licensor offers a tier-based monthly billing structure for Goods (ingredients, consumables, and related supplies), allowing the Licensee to select a Tier based on anticipated operational volume. Participation in Tier based billing is optional and at the sole discretion of the Licensee. Licensee may purchase Goods without selecting a Tier.
8.1.2. The available Tiers are:

• Tier 1 — Base: USD 300 per calendar month
• Tier 2 — Growth: USD 450 per calendar month
• Tier 3 — Pro: USD 750 per calendar month
• Tier 4 — Scale: USD 1,200 per calendar month

8.2. Tier Benefits and Bonus Credits
8.2.1. Licensees selecting Tier 1, Tier 2, Tier 3, or Tier 4 may receive Bonus Credits calculated as a percentage of the selected Tier amount:

• Tier 1 — 1% Bonus Credits
• Tier 2 — 3% Bonus Credits
• Tier 3 — 5% Bonus Credits
• Tier 4 — 7% Bonus Credits

8.2.2. Bonus Credits may be used exclusively within the Manna Coffee ecosystem for:
(a) purchases of Goods (ingredients and consumables);
(b) services within the location bank program;
(c) purchase, upgrade, or expansion of equipment.
8.2.3. Bonus Credits have no cash value, are non-transferable, and may not be withdrawn.
8.3. Deposit Mechanism
8.3.1. If the Licensee’s actual purchases of Goods during a billing month are less than the amount corresponding to the selected Tier, the unused portion shall be credited to a non-expiring deposit balance of the Licensee (the "Licensee Deposit").
8.3.2. The Licensee Deposit may be used exclusively within the Manna Coffee ecosystem for:
(a) future purchases of Goods;
(b) purchase, upgrade, or expansion of MANNA CORNER equipment;
(c) spare parts, maintenance, and technical services;
(d) marketing, operational, or location-related services offered by the Licensor or authorized partners.
8.3.3. The Licensee Deposit shall not expire and shall not be forfeited while this Agreement remains in force.
8.4. Tier Selection and Change Rules
8.4.1. A Tier is selected for a calendar quarter.
8.4.2. The Licensee may upgrade to a higher Tier at any time, effective from the next billing cycle.
8.4.3. Downgrading to a lower Tier is permitted only upon renewal for the next calendar quarter.
8.4.4. These rules are intended to support operational planning and supply chain stability and do not impose mandatory sales targets.
8.5. No Penalty; Operational Nature
8.5.1. Tier-based billing, the Licensee Deposit, and Bonus Credits are commercial and operational in nature and are not intended as penalties, fines, or liquidated damages, and are not intended to constitute mandatory purchase obligations beyond the Licensee’s elected Tier.
8.5.2. Selection of any Tier does not guarantee or require any level of sales, revenue, or profitability.
8.6. Subscription Deferral for Non-Commercial Placement If a Manna Kiosk is not placed at a commercial location and does not sell beverages to end consumers, or if the Licensee reasonably anticipates that the Manna Kiosk will not be placed at a commercial location due to relocation, site change, or other operational reasons, the Licensee may request a temporary deferral of the Tier-based monthly billing for Goods with respect to such unit. Such deferral may be granted for one (1) calendar month at a time, provided that: (a) the Manna Kiosk is not located at a site where retail sales to end consumers can reasonably be conducted; (b) no end-consumer beverage sales occur during the applicable calendar month, or such non-operation is reasonably anticipated due to relocation or site transition; and (c) the Licensee submits a written request to the Licensor, together with reasonable confirmation of non-commercial placement and zero or anticipated zero end-consumer sales, upon request by the Licensor. Any approved deferral shall take effect starting from the next billing cycle following receipt and approval of the Licensee’s written request and shall remain in effect only for the approved deferral period. If the circumstances giving rise to the deferral are not resolved and the Manna Kiosk continues to remain outside of a commercial location, the deferral may be extended on a month-by-month basis until such circumstances are remedied and the Manna Kiosk is placed at a commercial location, subject to the same conditions, documentation requirements, and review process described in this Section. During any approved deferral period, the Licensor may reasonably expect the Licensee to actively pursue placement of the Manna Kiosk at a commercial location and to make good-faith efforts to restore end-consumer operations. The deferral applies solely to the Tier-based monthly billing for Goods and does not waive or suspend any other fees or obligations under this Agreement unless expressly agreed in writing by the Licensor. Unused Tier amounts during an approved deferral period shall not be forfeited and shall be treated in accordance with the deposit mechanisms set forth in this Agreement. Repeated or consecutive deferral requests may be subject to additional review by the Licensor and shall not constitute an automatic or indefinite suspension of billing. Nothing in this Section shall be construed as guaranteeing approval of any deferral request or as modifying the Licensee’s obligations under this Agreement beyond the expressly approved deferral period.

9. Use of the Trademark
The Licensee is granted the right to use the Licensor's trademark within the scope of conducting business, complying with all standards and requirements set by the Licensor. Any use of the trademark beyond the terms of this Agreement requires the prior written consent of the Licensor.
9.1. Grant of Marketing Rights
The Licensee hereby grants to Licensor a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, distribute, display, and create derivative works from any and all photographs, videos, testimonials, case studies, performance data, location information, and other materials (collectively, "Marketing Materials") that depict, describe, reference, or otherwise relate directly or indirectly to the Licensee's operations, business relationship with Licensor, or use of MANNA CORNER equipment for Licensor's marketing, advertising, promotional, and business development purposes.
9.2. Scope of Use
Such Marketing Materials may be used by Licensor in any media, including but not limited to websites, social media platforms, print advertising, trade publications, investor presentations, case studies, and promotional materials, unless the Licensee has provided express written notice to Licensor opting out of such use for specific materials.
9.3. No Compensation
Licensee acknowledges that no compensation shall be due for such use of Marketing Materials, and that such grant constitutes valuable consideration under this Agreement.

10. Intellectual Property
The Licensee acknowledges that all intellectual property rights, including copyrights, trademarks, patents, rules, and instructions, belong to the Licensor. The Licensee undertakes not to infringe these rights and to use the intellectual property exclusively within the framework provided by this Agreement.

11. Quality and Standards
The Licensee undertakes to purchase goods, services, and consumables from the Licensor and maintain high standards of service quality corresponding to those set by the Licensor. Regular quality checks may be conducted by the Licensor to ensure compliance with these standards.

12. Supply of Goods and Services
The Licensor undertakes to ensure timely shipment of paid Goods and the provision of service services in accordance with the needs of the Licensee. The Licensee, in turn, undertakes to purchase Goods exclusively from the Licensor or authorized suppliers.

13. Insurance
The Licensee is solely responsible for obtaining and maintaining appropriate insurance coverage for their own MANNA CORNER and all related business operations. This includes, but is not limited to, general liability, property damage, theft, and any risks associated with conducting business at their chosen location.
The Licensor does not provide or arrange insurance on behalf of the Licensee and bears no responsibility for any losses, damages, or claims arising from the Licensee’s failure to obtain adequate insurance coverage.

14. Technical Support and Training
The Licensor undertakes to provide the Licensee with the necessary technical support and training for the effective use of the Software and MANNA CORNER.

15. Internet
For the uninterrupted operation of MANNA CORNER, the Licensee must ensure connection to a stable Internet network. Meanwhile, the Licensor undertakes to arrange an umbrella contract with a national mobile service provider, and the Licensee agrees to compensate for the expenses on mobile internet if they connect their MANNA CORNER to this contract.

16. Software Updates
The Licensor will provide the Licensee with updates to the Software in accordance with the current update policy. The Licensee is required to install updates within the timelines specified by the Licensor to ensure proper functionality of the equipment.

17. Reporting and Control
The Licensee is obliged to provide the Licensor with reports on the equipment's condition, stock of goods, and other operational aspects of the business in accordance with the established requirements and periodicity. The Licensor, having access to online data on purchases and sales of the Licensee, has the right to conduct audits and checks to control compliance with the terms of the agreement.

18. Marketing and Advertising
The Licensee undertakes to use only approved marketing and advertising materials related to the use of the Licensor's trademarks and products to ensure they meet established standards and policies.
The Licensee is obligated to conduct the minimum necessary promotional campaigns (promotions and/or online targeting) to acquaint potential customers with the installed MANNA CORNER within the first 2 months after installation.
If the sales of this MANNA CORNER, even after conducting promotional campaigns, amount to less than 300 beverage portions per month for 2 consecutive months, then the Licensor may recommend that the Licensee install MANNA CORNER in a new location and may assist the Licensee in evaluating alternative locations. Relocation shall not be mandatory unless separately agreed in writing.

19. Sanctions for Breach of Agreement
In the event of a breach of the terms of this Agreement by the Licensee, the Licensor has the right to demand the rectification of breaches within a reasonable notice and cure period specified in the Licensor’s notice, and if they are not rectified - to suspend the supply of the Software. If the breaches are not rectified within such cure period - terminate the Agreement early.
19.1 TERMINATION GROUNDS AND PROCEDURES
19.1.1. IMMEDIATE TERMINATION (No Cure Period)
This Agreement may be terminated immediately by Licensor for:
(a) Use of unauthorized ingredients or suppliers (Section 7 violation)
(b) Willful trademark or brand misuse
(c) Disclosure of confidential information (Section 26 violation)
(d) Fraud or misrepresentation in reporting
(e) Insolvency or bankruptcy filing by Licensee
19.1.2. TERMINATION AFTER CURE PERIOD (30 days notice)
This Agreement may be terminated after 30-day cure period for:
(a) Non-payment of fees for more than 30 days
(b) Quality standard violations (Section 11)
(c) Territorial restriction breaches
(d) Failure to maintain required insurance
(e) Repeated customer complaints due to non-compliance
19.1.3. LICENSEE OBLIGATIONS UPON TERMINATION
Within 30 days of termination, Licensee must:
(a) Cease all use of Manna trademarks and branding
(b) Return equipment transferred for temporary use in working condition
(c) Pay all outstanding amounts for ingredients and services
(d) Destroy all confidential materials and documentation
(e) Provide final sales and inventory reports
19.1.4. SURVIVAL CLAUSES
Sections 26 (Confidentiality), financial obligations, and intellectual property restrictions survive termination for 5 years.
19.1.5. Termination Processing Fee
In the event of early termination of this Agreement by Licensee prior to the expiration of the initial five-year term, or termination by Licensor due to Licensee's material breach, Licensee shall pay Licensor a termination processing fee of Two Hundred Dollars ($200) to cover Licensor's administrative costs associated with: (a) removal or modification of Manna Coffee branding and trademarks from the MANNA CORNER equipment; (b) processing of final account reconciliation and deposit transfers; (c) coordination of equipment retrieval or de-branding services; and (d) administrative processing of termination procedures.
19.1.6. Liquidated Damages
The parties acknowledge that Licensor's actual damages from early termination would be difficult to ascertain precisely, and that the $200 termination processing fee represents a reasonable pre-estimate of Licensor's administrative costs and is not intended as a penalty. This fee shall be due and payable within thirty (30) days of the effective termination date.
19.1.7. Survival
This termination processing fee obligation shall survive termination of this Agreement.

19.2. VOLUNTARY TERMINATION BY MUTUAL AGREEMENT
19.2.1. MUTUAL CONSENT TERMINATION
Either party may propose termination of this Agreement by mutual consent
at any time during the Agreement term by providing written notice to the
other party.
19.2.2. NEGOTIATION PERIOD
Upon receipt of termination proposal:
(a) Parties have 30 days to negotiate termination terms
(b) Terms may include transition period, final payments, equipment return
(c) Confidentiality and non-compete provisions remain in effect
(d) No penalties or liquidated damages apply to mutual consent termination
19.2.3. TERMINATION AGREEMENT
Mutual consent termination requires:
(a) Written agreement signed by both parties
(b) Specific effective date (minimum 30 days from signing)
(c) Clear division of remaining obligations and assets
(d) Release of claims related to Agreement performance
19.2.4. TRANSITION PERIOD
Parties may agree to transition period up to 90 days for:
(a) Orderly wind-down of operations
(b) Customer notification and service transfer
(c) Inventory liquidation at agreed prices
(d) Equipment inspection and return preparation
19.2.5. NO FAULT TERMINATION
Mutual consent termination is "no fault" and does not:
(a) Constitute breach by either party
(b) Trigger penalty clauses or liquidated damages
(c) Affect rights to confidential information protection
(d) Waive survival clauses (Section 19.1.4)

20. Right to Unilaterally Change Terms
20.1. The Licensor reserves the right to unilaterally change the terms of this Agreement by notifying the Licensee 30 calendar days before the changes take effect. Changes take effect from the moment they are published on the Licensor's official website or another agreed-upon method of notification.
20.2. The Licensor agrees not to impose any mandatory payments on the Licensee other than the costs for services and goods specified in Appendix. Any sales of newly added services and goods will be subject to prior agreement from the Licensee.

21. Transfer of Rights and Obligations
21.1. The Licensee is not entitled to transfer their rights and obligations under this Agreement to third parties without the written consent of the Licensor. The Licensor may transfer its rights and obligations under the Agreement to third parties without the consent of the Licensee by notifying them of this.
21.2. In the event of a change in the ownership of the Licensor, including but not limited to merger, acquisition, or sale, the new owner shall assume  all obligations under this agreement, ensuring the preservation of its terms and the rights of the Licensee without modification. The Licensor shall notify the Licensee of such changes no later than 30 days before the completion of the transaction.

22. Force Majeure
Parties are released from liability for complete or partial non-fulfillment of obligations under this Agreement if this non-fulfillment was caused by force majeure circumstances arising after the conclusion of the Agreement as a result of extraordinary events that the party could neither foresee nor prevent by reasonable measures.

23. Applicable Law and Jurisdiction
This Agreement is governed by the law of the State of Delaware. All disputes and disagreements arising from the Agreement or in connection with it shall be resolved in court in accordance with the legislation of the specified jurisdiction.

24. Duration of the Agreement and Termination Conditions
The Agreement is concluded for a period of 5 years with an automatic annual extension for 1 year unless either party expresses a desire to terminate it by providing notice to the other party at least 30 days before the proposed termination date.
24A. Expiration; Post-Termination Obligations
24A.1. Effect of Expiration or Termination
Upon expiration or termination of this Agreement for any reason, all rights granted to the Licensee under this Agreement shall immediately cease, including but not limited to:
(a) the right to use the Manna Coffee brand, trademarks, trade names, logos, marketing materials, and any associated intellectual property;
(b) the right to access and use the Software;
(c) the right to utilize the Licensor’s merchant acquiring and payment processing systems;
(d) the right to participate in the loyalty program or any network-related services.
No further operation of the Manna Kiosk under the Manna Coffee brand shall be permitted following expiration or termination.
24A.2. Deactivation Rights
The Licensor shall have the right, without further notice, to:
(a) deactivate the Software;
(b) disable remote access and network connectivity;
(c) suspend or terminate merchant acquiring and payment processing services;
(d) restrict access to any cloud-based or proprietary systems.
Such actions shall not constitute a breach of this Agreement and shall not give rise to any claim for damages.
24A.3. De-Branding and Removal Obligations
Within ten (10) calendar days following expiration or termination, the Licensee shall:
(a) remove all branding, trademarks, logos, and trade dress associated with Manna Coffee from the Manna Kiosk and any related materials;
(b) cease all advertising, marketing, and representation implying affiliation with the Licensor;
(c) discontinue any public or commercial use of the DBA “Manna Coffee.”
Failure to comply shall constitute unauthorized use of intellectual property.
24A.4. Survival of Certain Obligations
The following provisions shall survive expiration or termination:
Confidentiality obligations;
Limitation of Liability;
Intellectual Property protections;
Payment obligations accrued prior to expiration;
Dispute Resolution and Governing Law provisions.
24A.5. No Implied Renewal
Expiration of this Agreement shall not create any right to continued operation, renewal, or extension unless expressly agreed in writing by the Licensor.

25. Dispute Resolution
All disputes and disagreements arising from this Agreement or in connection with it shall be sought to be resolved through negotiations by the parties. If the parties do not come to an agreement within 30 days, the dispute shall be resolved in an arbitration court in accordance with the legislation of the State of Delaware.

26. ENHANCED CONFIDENTIALITY AND NON-DISCLOSURE
26.1. CONFIDENTIAL INFORMATION INCLUDES
Licensee agrees to keep confidential and not disclose:
(a) All recipes, formulations, and preparation techniques
(b) Supplier information, pricing, and procurement terms
(c) Financial performance data and profit margin structure
(d) Marketing strategies, customer data, and business plans
(e) Technical documentation, software code, and equipment specifications
(f) Training materials and operational procedures
(g) Future product development and expansion plans
26.2. NON-DISCLOSURE OBLIGATIONS
Licensee must:
(a) Not disclose confidential information to ANY third party
(b) Use confidential information ONLY for licensed operations
(c) Implement reasonable security measures to protect information
(d) Require employees to sign individual NDAs
(e) Immediately notify Licensor of any suspected breaches
26.3. FINANCIAL PENALTIES
Breach of confidentiality provisions results in:
(a) Immediate liquidated damages of $50 000 per violation
(b) Immediate termination of Agreement (no cure period)
(c) Licensor's right to seek injunctive relief
(d) Licensee liability for Licensor's legal costs
26.4. SURVIVAL AND DURATION
Confidentiality obligations survive Agreement termination for 5 years
and remain in effect regardless of termination reason.

27. Other Conditions
The edition of this Offer comes into effect from the moment of its placement on the website https://www.manna.coffee and remains effective until the Licensor withdraws this Offer. The Licensor reserves the right to make changes to the terms of this Offer and/or withdraw this Offer at any time at its discretion.
When the Licensor makes changes to this Offer, such changes take effect from the moment the modified text of the Offer is posted on the website https://www.manna.coffee unless another time for the changes to take effect is additionally specified at such posting.
The Licensee agrees and acknowledges that making changes to this Offer entails making these changes to the Agreement concluded and in effect between the Licensor and the Licensee, and these changes in the Agreement take effect simultaneously with such changes in the Offer.
The parties agree and confirm that the Licensee is not entitled to demand changes or termination of this Agreement.

28. Acceptance and Entry into Force of the Agreement
28.1. This Agreement shall be deemed accepted and shall enter into force for the Licensee from the earlier of:
(a) the moment when the total amount of customer payments processed through the Licensor’s merchant acquiring and payment processing systems in connection with the operation of the Manna Kiosk reaches USD 100 (one hundred U.S. dollars); or
(b) the expiration of two (2) calendar months from the date of shipment (dispatch) of the Manna Kiosk to the Licensee, regardless of the date of physical delivery, installation, or commissioning, whichever occurs first.
28.2. Signatures under this Agreement are not required for it to come into force, as acceptance of this Open Offer is confirmed by the factual actions of the Licensee described in this Section.

29. Use of DBA
The Licensee is granted the right to operate under the DBA name “Manna Coffee” for business purposes, including branding and marketing, in accordance with this Agreement. The Licensee shall not register or claim ownership of the DBA. The Licensor reserves the right to revoke this right in case of non-compliance.

30. Licensee’s Priority Right for Additional Installations in Independently Secured Locations
30.1. In the event the Licensee independently secures a location and initiates communication with the landlord or property owner (hereinafter referred to as the “Partner Landlord”), and neither the Licensor, nor any other licensees, nor any affiliates of the Licensor have previously conducted negotiations or established a business relationship with such Partner Landlord, and such Partner Landlord expresses interest in installing additional MANNA CORNER units at the same or other properties owned or operated by the Partner Landlord or its affiliates, the Licensee shall have a priority right to install such additional MANNA CORNER units over other licensees.
30.2. To exercise this priority right, the Licensee must confirm its intent to proceed with the installation in writing within ten (10) business days of receiving written notice from the Licensor of the opportunity.
30.3. Should the Licensee decline the opportunity or fail to respond within the specified timeframe, the Licensor shall have the right to offer the opportunity to other licensees.
30.4. In such case, if another licensee installs a MANNA CORNER at the referred location, the original Licensee may be entitled to a referral commission.

30A. Licensor Priority Right to Location Upon Termination
30A.1. In the event that the Licensee independently identifies, approaches, or negotiates with a landlord, property owner, or operator (the “Location Partner”) using the Manna Coffee brand, trademarks, marketing materials, presentations, or any other resources provided or approved by the Licensor, such location shall be considered part of the Manna Coffee network ecosystem.
30A.2. Upon expiration or termination of this Agreement for any reason, the Licensor shall retain the primary and priority right, but not the obligation, to continue operations at such location, including but not limited to:
(a) installing its own equipment;
(b) assigning the location to another licensee;
(c) replacing the Licensee’s equipment with equipment operated by another licensee.
30A.3. The Licensee agrees that it shall not restrict, interfere with, or otherwise prevent the Licensor from exercising such right, and shall reasonably cooperate in facilitating a smooth transition, including providing relevant landlord contacts and operational information.
30A.4. The Licensee shall not claim any exclusive or continuing rights to such location after termination of this Agreement, regardless of whether the initial relationship with the Location Partner was initiated by the Licensee.
30A.5. Nothing in this Section shall be interpreted as creating an obligation for the Licensor to assume or continue any lease or contractual relationship; such decision remains at the sole discretion of the Licensor.

31. No Securities or Investment Contract
31.1. The parties acknowledge and agree that this Agreement and the related transactions do not constitute an investment contract, security, note, or other financial instrument within the meaning of U.S. federal or state securities laws, and that no public or private offering of securities is being made.
31.2. The parties further acknowledge that the Licensee’s participation in the Manna Coffee network under this Agreement is a commercial licensing arrangement and does not guarantee any financial return, revenue, profit, or business success.

32. Automatic Billing Authorization 
32.1. The Licensee hereby authorizes the Licensor and/or its designated billing, banking, or payment service providers to automatically charge all amounts due under this Agreement, including but not limited to:
(a) the monthly Software & Service Suppor fee;
(b) Tier-based monthly billing amounts for Goods; Only if a Tier is selected by the Licensee;
(c) the cost of Goods and services ordered by the Licensee.
32.2. For this purpose, the Licensee shall provide and maintain valid billing information, which may include ACH routing number and account number, debit or credit card details, or other electronic payment credentials accepted by the Licensor.
32.3. Charges may be processed on a recurring basis without additional confirmation for each billing cycle.
32.4. Failure to maintain valid billing information or sufficient funds may constitute a breach, subject to notice and a reasonable cure period.

04/09/2026

Appendix to

MANNA SMART CORNER LICENSING AGREEMENT IN THE FORM OF AN OPEN OFFER

According to paragraph 12 of the contract ("Supply of Goods and Services").

MANNA SMART CORNER Price list

*The cost of each service is per month.

*The price is approximate and subject to change over time. However, Manna Coffee will make every effort to keep prices as low as possible without compromising quality.
**Shipping costs are not included in the price.

Bank Details:
Beneficiary Name: Manna Smart Retail Inc.
Wire received in foreign currency
SWIFT code: BOFAUS6S Bank of America, N.A.
555 California St., San Francisco, CA 94104
Account number: 325207863288
Routing number: 122000661 /121000358 (paper & electronic)
Wires – 0026009593
Zelle: sergey@mannacoffee.com

Wire received in U.S. dollars (or if you're not sure) SWIFT code: BOFAUS3N Bank of America, N.A. 222 Broadway, New York, NY 10038