Investment Offers

TERMS AND CONDITIONS Parties and Definitions Lead Investor: AAlchemy Ventures Limited, a company incorporated under the laws of Cyprus, with its business address at office 201, 4 Diagorou str., Nicosia 1097, Cyprus. Investor: Any third party invited by the Lead Investor and eligible to invest. Target Company: The company or entity in which the co-investment opportunity arises, sourced and/or organized by the Lead Investor. Parties: Collectively refers to the Lead Investor and the Investor. Confidential Information: All information, whether in written, oral, electronic, or any other form, disclosed by one Party to the other Party in connection with the contemplated investment in the Target Company. This includes, without limitation, financial information, business strategies, technical data, customer lists, trade secrets, know-how, and any other proprietary or sensitive information. Profit Sharing Agreement: The agreement governing fees and profit-sharing arrangements between the Parties, which must be fully executed prior to the disclosure of any material information regarding the Target Company. 1.Right to Invite Additional Investors 1.1 The Lead Investor retains the unilateral right, at its sole discretion, to invite one or more third parties to co-invest in the Target Company under an arrangement sourced and/or organized by the Lead Investor. 1.2 The Investor acknowledges and agrees that no disclosure of material information concerning the Target Company shall be made until the Parties have executed a binding Profit Sharing Agreement setting forth, at a minimum, the fees and profit-sharing arrangements as described below. 2.Fees and Profit-Sharing 2.1 Management Fee oA management fee is payable by the Investor to the Lead Investor when the Lead Investor leads the investment round in the Target Company. oThe standard management fee is either: (a) Two percent (2%) per annum of the invested amount until the earlier of (i) completion of the investment or (ii) any other agreed termination date; or (b) Ten percent (10%) of the invested amount, payable upfront. 2.2 Participation Fee oA participation fee is calculated as a percentage of the net profits realized by the Investor from the investment in the Target Company. oThe standard participation fee is twenty percent (20%) of the Investor’s net profits, unless otherwise agreed on a case-by-case basis in the Profit Sharing Agreement. 3.Non-Circumvention 3.1 The Investor hereby agrees not to circumvent or attempt to circumvent the Lead Investor, directly or indirectly, in any transaction involving the Target Company or any other entity or opportunity introduced by the Lead Investor to the Investor. 3.2 Without limiting the foregoing, the Investor, without the prior written consent of the Lead Investor, (i) negotiate or enter into any arrangement, agreement, or transaction with any third party introduced by the Lead Investor in connection with the contemplated investment, or (ii) solicit or encourage any such third party to modify, alter, or terminate any existing or potential relationship with the Lead Investor. 3.3 This Section shall survive the termination of any other agreements between the Parties for a period of three years from the date of termination of the Profit Sharing Agreement or any related agreement. 4.Confidentiality 4.1 Each Party warrants and undertakes to the other Party that it shall: oKeep all Confidential Information strictly confidential; oNot use, exploit, or disclose the Confidential Information for any purpose other than evaluating, negotiating, or completing the contemplated investment in the Target Company; oNot disclose any Confidential Information to any third party except as expressly permitted under these Terms and Conditions or under the Profit Sharing Agreement (including disclosures to professional advisors who are bound by confidentiality obligations). 4.2 The confidentiality obligations set forth in this Section shall continue for [insert number of years] after the termination or expiration of any related agreement or until such time as the Confidential Information lawfully becomes publicly available without breach of this Section, whichever occurs first. 5.General Provisions 5.1 Governing Law and Jurisdiction oThese Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Cyprus. The Parties irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Cyprus. 5.2 Entire Agreement oThese Terms and Conditions, together with the Profit Sharing Agreement and any other written agreements between the Parties concerning the Target Company, constitute the entire agreement of the Parties with respect to the subject matter herein and supersede all prior or contemporaneous understandings, whether written or oral. 5.3 Amendments oAny amendment or modification of these Terms and Conditions shall be in writing and signed by both Parties. 5.4 No Waiver oNo failure or delay by either Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof. 5.5 Severability oIf any provision of these Terms and Conditions is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. 5.6 Counterparts oThese Terms and Conditions may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.