elbl_8k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 4, 2026

 

EDIBLE GARDEN AG INCORPORATED

(Exact name of Registrant as Specified in Its Charter)

 

 Delaware

 

001-41371

 

85-0558704

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

283 County Road 519

Belvidere, New Jersey

 

07823

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (908) 750-3953

 

n/a 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

 

EDBL

 

The Nasdaq Stock Market LLC

Warrants to purchase Common Stock

 

EDBLW

 

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On March 4, 2026, Edible Garden AG Incorporated (the “Company”, “we” or “us”), entered into two Interim Order Agreements (the “IOAs”) with Tetra Pak Inc. (“Tetra Pak”).

 

Processing IOA

 

One of the IOAs (the “Processing IOA”) relates to the initiation of engineering services and preliminary procurement activities in connection with processing equipment for the Company’s anticipated production project at its facility in Webster City, Iowa (the “Project”). Under the Processing IOA, Tetra Pak has agreed to perform certain preliminary engineering, design and procurement-related services intended to allow the parties to proceed with the Project while they negotiate a final supply agreement (the “Final Agreement”).

 

The aggregate price for the services under the Processing IOA is payable in two equal installments, with an initial payment due within 30 days of invoice and the second installment due 30 days thereafter. If the parties enter into a Final Agreement, amounts paid under the Processing IOA will be credited against amounts payable under the Final Agreement.

 

The Processing IOA will terminate automatically upon the earlier of (i) execution of a Final Agreement or (ii) approximately eight weeks following execution of the Processing IOA, unless earlier terminated by the Company. If the Processing IOA expires or is terminated without a Final Agreement being executed, Tetra Pak is generally required to cancel any equipment orders placed pursuant to the Processing IOA, subject to the Company’s obligation to pay for services performed and certain costs incurred prior to termination.

 

Packaging IOA

 

The second IOA (the “Packaging IOA”) relates to the initiation of engineering services and preliminary procurement activities in connection with packaging for the Project. The Packaging IOA provides for the commencement of detailed design work and the reservation or ordering of certain long‑lead equipment items while the parties continue to negotiate a Final Agreement governing the full scope of equipment supply.

 

The aggregate price for the services under the Packaging IOA is payable within 30 days of invoice and is not refundable. The amount payable under the Packaging IOA represents a portion of the anticipated total equipment price and, if a Final Agreement is executed, will be applied as a credit toward amounts due under such Final Agreement.

 

The Packaging IOA will terminate automatically upon the earlier of (i) execution of a Final Agreement or (ii) May 19, 2026, unless earlier terminated by the Company. If the Packaging IOA is terminated or expires without a Final Agreement being executed, Tetra Pak will have no obligation to deliver equipment, and the Company may be required to pay for services performed and certain costs incurred prior to termination, subject to the terms of the Packaging IOA.

 

Additional Terms

 

Each IOA provides that no equipment will be delivered unless and until the parties enter into a Final Agreement. The IOAs also contain customary provisions regarding intellectual property, confidentiality, governing law (Texas), and limitations of liability applicable to the interim services provided thereunder.

 

The foregoing descriptions of the Processing IOA and the Packaging IOA do not purport to be complete and are qualified in their entirety by reference to the full text of the Processing IOA and the Packaging IOA, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8‑K and are incorporated herein by reference. 

 

 
2

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.

 

Description

10.1*

 

Interim Order Agreement, by and between the Company and Tetra Pak Inc., dated as of March 4, 2026 for processing.

10.2*

 

Interim Order Agreement, by and between the Company and Tetra Pak Inc., dated as of March 4, 2026 for packaging.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Certain terms in the Processing IOA and the Packaging IOA have been omitted from this Current Report on Form 8‑K and from the exhibits filed herewith pursuant to Item 601(b)(10)(iv) of Regulation S‑K because they are not material and are the type of information that the Company treats as private or confidential.

 

 
3

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

EDIBLE GARDEN AG INCORPORATED

 

 

 

 

Date: March 10, 2026

By:

/s/ James E. Kras

 

Name: 

James E. Kras

 

 

Title:

President and Chief Executive Officer

 

 

 
4

 

 

EXHIBIT 10.1

 

 

***Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.***

 

Interim Order Agreement

 

 

Agreement is made between:

 

 

Tetra Pak Inc, with its principal place of business at

 

3300 Airport Road, Denton, TX 76207

 

 

and

 

 

Edible Garden, with its principal place of business at

 

283 County Road 519, Belvidere, NJ 07823

 

 

Agreement Number:

11716424-8200-Q05A-IOA

 

 

 

 

 

 

 

 

 

 

 

 

 

Tetra Pak Inc.

Quotation #11716424-8200-Q05A, Edible Garden

Created Date: Feb 25, 2026

1(8) 

 

 

Tetra Pak is a trademark belonging to the Tetra Pak Group.

 

 

 

 

 

 

1. Preamble

 

This agreement together with Schedule 1 (collectively, the "Agreement") sets forth the agreement between Tetra Pak and Customer regarding the performance of certain preliminary activities as further detailed in this Agreement (the "Services") relating to a Customer project anticipated for Customer's plant in Webster City, Iowa (the "Site"; such project, the "Project").

 

The intent of this Agreement is to allow Tetra Pak, in coordination with the Customer, to perform the Services on Customer's behalf.

 

The Parties intend that this Agreement will be replaced by a Final Agreement (as defined below).

 

2. Tetra Pak’s responsibilities

 

Tetra Pak will perform the Services further detailed in Schedule 1 for the purposes of enabling the Parties to proceed with the Project despite no Final Agreement (as defined below) being in place.

 

For the avoidance of doubt, no equipment or other materials will be provided to Customer in connection with this Agreement, even if pre-order of equipment is included in the Services. Rather, any equipment or materials will be provided to Customer only if the Parties have agreed to and executed a Final Agreement (as defined below).

 

If the Parties for whatever reason do not enter into the Final Agreement, Tetra Pak shall have no responsibility or liability with respect to the Services rendered (including, but not limited to warranty or any damages liability). To the extent Customer chooses to use the Services for any purposes, it shall do so on its own risk.

 

3. Customer’s obligations

 

Customer acknowledges that the estimated time schedule for Tetra Pak’s delivery of services and equipment for the Project is dependent on the Customer performing its obligations as detailed in this Agreement and the scope of Services. The final time schedule for Tetra Pak’s delivery of services and equipment for the Project will be detailed in the Final Agreement (which will replace this Agreement).

 

Customer shall fully comply with its responsibilities as outlined in this Agreement. Customer responsibilities include responding (free of charge) to any reasonable requests from Tetra Pak during the term of the Agreement, including but not limited to requests for information, personnel, equipment and access to facilities.

 

4. Price and Payment

 

The price for the Services (the “Price”) is $[***] and is due per the price/payment chart below, regarding dates of the invoice that Tetra Pak will issue upon execution of this Agreement.

 

If the Parties enter into a Final Agreement (defined below), then Tetra Pak will apply the Price paid under this Agreement towards the amount that would otherwise be due as payment to Tetra Pak under the Final Agreement.

 

Payment

Description

Price (USD)

Terms

1

[***]

$[***]

[***]

2

[***]

$[***]

[***]

 

Tetra Pak Inc.

Quotation #11716424-8200-Q05A, Edible Garden

Created Date: Feb 25, 2026

2(8) 

 

 

Tetra Pak is a trademark belonging to the Tetra Pak Group.

 

 

 

 

 

 

5. Final Agreement

 

The Customer has expressed that it wishes to select Tetra Pak as one of its suppliers for the completion of the Project. The Parties are in the process of negotiating the full terms and conditions for Tetra Pak’s supply of certain equipment and services for the Project (the “Final Agreement”) and shall continue such negotiations in good faith with the aim to reach an agreement no later than the date stated in Section 9 (Term and Termination) below.

 

6. Intellectual Property Rights

 

Both Parties own patents, designs, trademarks, copyrights, rights in databases and other intellectual property rights (“Intellectual Property Rights”) which will also include know-how, methodology, programs, systems, unpatented inventions or technical concepts (“Know- How”). All pre-existing Intellectual Property Rights and Know-How shall remain the property of the original owner.

 

Based upon pre-existing Tetra Pak Intellectual Property Rights or Know-how, Tetra Pak will have sole ownership of all right, title and interest in and to any and all derivative Intellectual Property Rights and Know-How generated or developed by Tetra Pak or in collaboration with the Customer during the course of this Agreement.

 

The granting of licenses to the Customer with respect to the Project will be detailed in the Final Agreement, if any.

 

7. Confidentiality

 

The Confidentiality Agreement/Non Disclosure Agreement signed between the Parties on 9/24/2025 shall apply also with respect to activities under this Agreement.

 

Notwithstanding the above, the Receiving Party shall be permitted to disclose Confidential Information of the Disclosing Party (with an obligation to ensure that the same duties of confidentiality apply) (i) to any company in the same group of companies as the Receiving Party; (ii) to its professional advisers; (iii) to any sub-contractors engaged in the performance of its obligations under this Agreement; and/or (iv) if it has been ordered to disclose Confidential Information by a court or authority of competent jurisdiction provided that it shall immediately notify the Disclosing Party of such disclosure to the extent not prohibited by law, use reasonable efforts to limit the extent of the disclosure, and will inform the court or authority of the rights of the Disclosing Party in the Confidential Information. This clause shall remain in force throughout the term of this Agreement and for a period of 5 years thereafter.

 

8. No warranty and full disclaimer of liabilities

 

It is noted that Tetra Pak’s providing of the Services under this Agreement is made in view of the intention that the Parties will enter into a Final Agreement.

 

Warranties and limitation of liabilities will be detailed in the Final Agreement.

 

9. Term and termination

 

This Agreement shall terminate automatically (i) when a Final Agreement between Customer and Tetra Pak has been signed or (ii) on 8 weeks from signed of IOA date, whichever occurs first.

 

Tetra Pak Inc.

Quotation #11716424-8200-Q05A, Edible Garden

Created Date: Feb 25, 2026

3(8) 

 

 

Tetra Pak is a trademark belonging to the Tetra Pak Group.

 

 

 

 

 

 

Customer may at any time terminate any part of the Services for convenience by written notice.

 

If the Agreement expires or is terminated without a Final Agreement being signed, Tetra Pak shall cancel any equipment ordered.

 

Upon receipt of Customer’s notice, Tetra Pak will cease and cause any subcontractors to cease all work terminated. Customer is responsible to pay any invoices for outstanding work issued by Tetra Pak as a result of the termination and to compensate Tetra Pak for any costs or losses incurred due to Customer’s termination (including adequate compensation for Tetra Pak’s loss of revenue). Any remaining part of the Price shall be refunded to the Customer.

 

In the event of Customer’s termination hereunder, Tetra Pak shall have no responsibility to deliver any results of the Services to the Customer. Any deviations from this shall be agreed in writing between the Parties.

 

10. Miscellaneous

 

The Agreement may only be amended in writing duly signed by both Parties, evidencing a clear intention to amend the terms. If such amendment includes that Services will continued to be performed by Tetra Pak beyond the date detailed in Section 9 (Term and Termination) above, this will entail additional fees (with respect to e.g. equipment order cancellations) paid by the Customer.

 

Except with respect to Tetra Pak engaging of sub-contractors, neither Party may assign or transfer its rights or obligations under the Agreement to any third party, without the prior written notice to or consent of the other Party (such consent will not be unreasonably withheld).

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, excluding that State’s choice-of-law principles.

 

 

____________________________________

 

Tetra Pak Inc.

Quotation #11716424-8200-Q05A, Edible Garden

Created Date: Feb 25, 2026

4(8) 

 

 

Tetra Pak is a trademark belonging to the Tetra Pak Group.

 

 

 

 

 

 

The parties have executed this Agreement in two original copies.

 

For and on behalf of

Edible Garden

For and on behalf of

Tetra Pak Inc.

 

By:

/s/ James E. Kras

 

By:

/s/ Conrado Rodriguez

 

Name:

James E. Kras

 

Name:

Conrado Rodriguez

 

Title:

President and Chief Executive Officer

 

Title:

Business Dev Specialist

 

Date:

March 4, 2026

 

Date:

March 4, 2026

 

 

 

 

 

 

 

By:

 

 

By:

/s/ Seth Teply

 

Name:

[Insert Name]

 

Name:

Seth Teply

 

Title:

[Insert Title]

 

Title:

President & CEO, U.S. & Canada

 

Date:

[Insert date]

 

Date:

March 4, 2026

 

 

Tetra Pak Inc.

Quotation #11716424-8200-Q05A, Edible Garden

Created Date: Feb 25, 2026

5(8) 

 

 

Tetra Pak is a trademark belonging to the Tetra Pak Group.

 

 

 

 

 

 

Schedule 1

 

1.SERVICES

 

 

·

Services include:

 

 

 

 

 

Initiate to order of equipment to produce [***].

 

 

 

 

·

The intent of this agreement is to allow Tetra Pak, in coordination with the Customer, to begin detailed design work for the Project, place orders for all equipment, derive the base line schedule, and complete the design and scope documents to allow for the final firm proposal to be ready for review and signature as the final step. During this time scope deliverables may be added or deducted from Tetra Pak’s scope.

 

 

 

 

·

To expedite the project timeline, this IOA is considered the beginning of the PROJECT where all essential engineering and equipment procurement will commence immediately.

 

 

 

 

·

Tetra Pak will place purchase orders or reserve production slots for the following items identified as long lead and will confirm actual equipment delivery durations after receipt of a signed Final Proposal/Accepted Contract with the customer.

 

Tetra Pak Inc.

Quotation #11716424-8200-Q05A, Edible Garden

Created Date: Feb 25, 2026

6(8) 

 

 

Tetra Pak is a trademark belonging to the Tetra Pak Group.

 

 

 

 

 

 

Product and Associated Physical Characteristics

 

Note: all equipment described herein was sized, using the assumed product properties, as specified below. It is important and mandatory that actual product properties will be made available to Tetra Pak prior to final Engineering.

    

Product(s) and Associated Physical Characteristics

Criteria

Description

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

 

Product(s) and Associated Physical Characteristics

Criteria

Description

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

    

Note: Abrasive products can cause a grinding effect and reduce the lifetime of the equipment. Tetra Pak cannot accept claims due to exceptional wear due to an abrasive product. Please contact Tetra Pak for further information if there is any doubt regarding a specific application. Example of abrasive products:

 

 

·

[***]

 

Tetra Pak Inc.

Quotation #11716424-8200-Q05A, Edible Garden

Created Date: Feb 25, 2026

7(8) 

 

 

Tetra Pak is a trademark belonging to the Tetra Pak Group.

 

 

 

 

 

 

Equipment to be ordered:

 

 

·

[***]

 

 

·

Additional items that are identified as critical path during the IOA period will be addressed via a Variation Order

 

Tetra Pak Inc.

Quotation #11716424-8200-Q05A, Edible Garden

Created Date: Feb 25, 2026

8(8) 

 

 

Tetra Pak is a trademark belonging to the Tetra Pak Group.

 

 

 

 

EXHIBIT 10.2

 

***Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.***

 

Interim Order Agreement

 

 

Agreement is made March 4th, 2026, between:

 

 

Tetra Pak Inc, with its principal place of business at

 

3300 Airport Road, Denton TX, 76210

 

United States (“Tetra Pak”)

 

 

and

 

 

Edible Garden AG Inc, with its principal place of business at

 

283 County Road 519, Belvidere, NJ 07823

 

United States (“Customer”)

 

 

Agreement Number:

US-11768211; US-11768216; US-11772964

 

 

 

 

 

 

 

 

 

 

 

 

 

Tetra Pak Inc.

 

IOA US-11768211; US-11768216; US-11772964 Rev A1 Dated February 20th, 2026

1(6)

 

 

Tetra Pak is a trademark belonging to the Tetra Pak Group.

 

 

 

 

General

 

 

 

 

1. Preamble

 

This agreement together with Schedule 1 (collectively, the "Agreement") sets forth the agreement between Tetra Pak and Customer regarding the performance of certain preliminary activities as further detailed in this Agreement (the "Services") relating to a Customer project anticipated for Customer's plant in Edible Garden AG Inc Webster City, IA (the "Site"; such project, the "Project").

 

The intent of this Agreement is to allow Tetra Pak, in coordination with the Customer, to perform the Services on Customer's behalf.

 

The Parties intend that this Agreement will be replaced by a Final Agreement (as defined below).

 

2. Tetra Pak’s responsibilities

 

Tetra Pak will perform the Services further detailed in Schedule 1 for the purposes of enabling the Parties to proceed with the Project despite no Final Agreement (as defined below) being in place.

 

For the avoidance of doubt, no equipment or other materials will be provided to Customer in connection with this Agreement, even if pre-order of equipment is included in the Services. Rather, any equipment or materials will be provided to Customer only if the Parties have agreed to and executed a Final Agreement (as defined below).

 

If the Parties for whatever reason do not enter into the Final Agreement, Tetra Pak shall have no responsibility or liability with respect to the Services rendered (including but not limited to warranty or any damages liability). To the extent Customer chooses to use the Services for any purposes, it shall do so on its own risk.

 

3. Customer’s obligations

 

Customer acknowledges that the estimated time schedule for Tetra Pak’s delivery of services and equipment for the Project is dependent on the Customer performing its obligations as detailed in this Agreement and the scope of Services. The final time schedule for Tetra Pak’s delivery of services and equipment for the Project will be detailed in the Final Agreement (which will replace this Agreement).

 

Customer shall fully comply with its responsibilities as outlined in this Agreement. Customer responsibilities include responding (free of charge) to any reasonable requests from Tetra Pak during the term of the Agreement, including but not limited to requests for information, personnel, equipment and access to facilities.

 

4. Price and Payment

 

The price for the Services (the “Price”) is $[***], it is nonrefundable, due net 30 days from invoice date and Tetra Pak will issue an invoice for this amount upon execution of this Agreement. The “Price” is calculated based 20% down payment of the Total Equipment price of all equipment to be preorder by this agreement as listed in the Schedule 1. The Sales Price related to this Interim Order Agreement are described individually in the proposals OP-0179215 CNL A3CF TPA330Sq_BE-RevA1, OP-0179216 CNL A3CF TPA330E_BE-RevA1 and OP-0180819 SAE Palletizer_BE-RevA1; all dated February 20th 2026, attached to this agreement.

 

If the Parties enter into a Final Agreement (defined below), then Tetra Pak will apply the Price paid under this Agreement towards the amount that would otherwise be due as payment to Tetra Pak under the Final Agreement.

 

If Customer decide to cancel the agreement the “Price” in this agreement will become due

 

Tetra Pak Inc.

 

IOA US-11768211; US-11768216; US-11772964 Rev A1 Dated February 20th, 2026

2(6)

 

 

Tetra Pak is a trademark belonging to the Tetra Pak Group.

 

 

 

 

General

 

 

 

 

5. Final Agreement

 

The Customer has expressed that it wishes to select Tetra Pak as one of its suppliers for the completion of the Project. The Parties are in the process of negotiating the full terms and conditions for Tetra Pak’s supply of certain equipment and services for the Project (the “Final Agreement”) and shall continue such negotiations in good faith with the aim to reach an agreement no later than the date stated in Section 9 (Term and Termination) below.

 

6. Intellectual Property Rights

 

Both Parties own patents, designs, trademarks, copyrights, rights in databases and other intellectual property rights (“Intellectual Property Rights”) which will also include know-how, methodology, programs, systems, unpatented inventions or technical concepts (“Know-How”). All pre-existing Intellectual Property Rights and Know-How shall remain the property of the original owner.

 

Based upon pre-existing Tetra Pak Intellectual Property Rights or Know-how, Tetra Pak will have sole ownership of all right, title and interest in and to any and all derivative Intellectual Property Rights and Know-How generated or developed by Tetra Pak or in collaboration with the Customer during the course of this Agreement.

 

The granting of licenses to the Customer with respect to the Project will be detailed in the Final Agreement, if any.

 

7. Confidentiality

 

The Confidentiality Agreement/Non-Disclosure Agreement signed between the Parties on September 24th, 2025 shall apply also with respect to activities under this Agreement.

 

Notwithstanding the above, the Receiving Party shall be permitted to disclose Confidential Information of the Disclosing Party (with an obligation to ensure that the same duties of confidentiality apply) (i) to any company in the same group of companies as the Receiving Party; (ii) to its professional advisers; (iii) to any sub-contractors engaged in the performance of its obligations under this Agreement; and/or (iv) if it has been ordered to disclose Confidential Information by a court or authority of competent jurisdiction provided that it shall immediately notify the Disclosing Party of such disclosure to the extent not prohibited by law, use reasonable efforts to limit the extent of the disclosure, and will inform the court or authority of the rights of the Disclosing Party in the Confidential Information. This clause shall remain in force throughout the term of this Agreement and for a period of 5 years thereafter.

 

8. No warranty and full disclaimer of liabilities

 

It is noted that Tetra Pak’s providing of the Services under this Agreement is made in view of the intention that the Parties will enter into a Final Agreement.

 

Warranties and limitation of liabilities will be detailed in the Final Agreement.

9. Term and termination

 

This Agreement shall terminate automatically (i) when a Final Agreement between Customer and Tetra Pak has been signed or (ii) on May 19th, 2026, whichever occurs first.

 

Tetra Pak Inc.

 

IOA US-11768211; US-11768216; US-11772964 Rev A1 Dated February 20th, 2026

3(6)

 

 

Tetra Pak is a trademark belonging to the Tetra Pak Group.

 

 

 

 

General

 

 

 

 

Customer may at any time terminate any part of the Services for convenience by written notice.

 

If the Agreement expires or is terminated without a Final Agreement being signed, Tetra Pak shall cancel any equipment ordered.

 

Upon receipt of Customer’s notice, Tetra Pak will cease and cause any subcontractors to cease all work terminated. Customer is responsible to pay any invoices for outstanding work issued by Tetra Pak as a result of the termination and to compensate Tetra Pak for any costs or losses incurred due to Customer’s termination (including adequate compensation for Tetra Pak’s loss of revenue). Any remaining part of the Price shall be refunded to the Customer.

 

In the event of Customer’s termination hereunder, Tetra Pak shall have no responsibility to deliver any results of the Services to the Customer. Any deviations from this shall be agreed in writing between the Parties.

 

10. Miscellaneous

 

The Agreement may only be amended in writing duly signed by both Parties, evidencing a clear intention to amend the terms. If such amendment includes that Services will continued to be performed by Tetra Pak beyond the date detailed in Section 9 (Term and Termination) above, this will entail additional fees (with respect to e.g. equipment order cancellations) paid by the Customer.

 

Except with respect to Tetra Pak engaging of sub-contractors, neither Party may assign or transfer its rights or obligations under the Agreement to any third party, without the prior written notice to or consent of the other Party (such consent will not be unreasonably withheld).

 

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, excluding that State’s choice-of-law principles.

 

_________________________

 

 

 

 

Tetra Pak Inc.

 

IOA US-11768211; US-11768216; US-11772964 Rev A1 Dated February 20th, 2026

4(6)

 

 

Tetra Pak is a trademark belonging to the Tetra Pak Group.

 

 

 

 

General

 

 

 

 

The parties have executed this Agreement in two original copies.

 

For and on behalf of

[Customer]

For and on behalf of

[Tetra Pak]

 

By:

/s/ James E. Kras

 

By:

/s/ J.P. Berlan

 

Name:

James E. Kras

 

Name:

J.P. Berlan

 

Title:

President and Chief Executive Officer

 

Title:

Processing Director

 

Date:

March 4, 2026

 

Date:

March 4, 2026

 

 

 

 

 

 

 

By:

 

 

By:

/s/ Joseph L. Check

 

Name:

[Insert Name]

 

Name:

Joseph L. Check

 

Title:

[Insert Title]

 

Title:

Processing Sales Manager

 

Date:

[Insert date]

 

Date:

March 4, 2026

 

 

Tetra Pak Inc.

 

IOA US-11768211; US-11768216; US-11772964 Rev A1 Dated February 20th, 2026

5(6)

 

 

Tetra Pak is a trademark belonging to the Tetra Pak Group.

 

 

 

 

General

 

 

 

 

Schedule 1

 

1. SERVICES

 

 

·

Services include:

 

 

 

 

 

Initiate to order of equipment to produce [***].

 

 

 

 

·

The intent of this agreement is to allow Tetra Pak, in coordination with the Customer, to begin detailed design work for the Project, place orders for all equipment, derive the base line schedule, and complete the design and scope documents to allow for the final firm proposal to be ready for review and signature as the final step. During this time scope deliverables may be added or deducted from Tetra Pak’s scope.

 

 

 

 

·

To expedite the project timeline, this IOA is considered the beginning of the PROJECT where all essential engineering and equipment procurement will commence immediately.

 

 

 

 

·

Tetra Pak will place purchase orders or reserve production slots for the following items identified as long lead and will confirm actual equipment delivery durations after receipt of a signed Final Proposal/Accepted Contract with the customer.

 

Product and Associated Physical Characteristics

 

Note: all equipment described herein was sized, using the assumed product properties, as specified below. It is important and mandatory that actual product properties will be made available to Tetra Pak prior to final Engineering.

 

Product:

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

  

Equipment Scope for all 3x packaging proposals are summarized in bellow itemization as a full scope for this Interim Order Agreement.

 

 

·

Packaging Lines:

 

 

 

[***]

 

 

·

Additional items that are identified as critical path during the IOA period will be addressed via Variation Orders.

 

Tetra Pak Inc.

 

IOA US-11768211; US-11768216; US-11772964 Rev A1 Dated February 20th, 2026

6(6)

 

 

Tetra Pak is a trademark belonging to the Tetra Pak Group.

 

 

 

 

General