ALT Infrastructure SA

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Non-Binding Term Sheet · March 2026

Strategic Land
Partnership Agreement

CompanyALT Infrastructure SA

PartnerFilip Majchrowski

JurisdictionSwiss Law

ArchitectureNVIDIA Vera Rubin NVL72

5.0%
Equity Granted
$800M
Pre-Money Valuation
$40M
Implied Day-1 Value

Recitals

ALT Infrastructure SA develops and operates GPU data center infrastructure purpose-built for NVIDIA Vera Rubin NVL72 architecture. Filip Majchrowski, through FM Investments, controls a portfolio of land sites across Poland suitable for DC / HPC / AI deployment. This Agreement establishes a strategic land partnership whereby Filip receives equity in the Company in exchange for exclusive land access rights, ROFR, pre-negotiated pricing, and ongoing land development services. Filip accedes to the SHA as an Other Shareholder per SHA Section 16.

Equity Allocation

Equity Granted5.0% FDBFully diluted basis, per SHA Annex 1

Share ClassCommon (Stammaktien)Same class as Founders

IssuanceUpfront, Day 1No vesting. Full 5.0% on execution.

Cash Investment$0In-kind allocation for land ROFR, exclusivity, pricing, and services

Lock-Up4 YearsPer SHA §14.1(b). Violation = Triggering Event.

Anti-DilutionWeighted AveragePer SHA §11.3 and Annex 11.3.4

Value Contribution Framework

In consideration for the 5% equity grant (valued at $40M at current Seed valuation), the Strategic Partner shall deliver value through three contribution buckets:

Bucket 1

Discounted Land Pricing

$10M – $15M

Access to land suitable for data center development at a pre-negotiated discount to market rates.

Market Rate	~$250,000 per MW
Discounted Rate	$100,000 per MW
Savings per MW	$150,000 per MW
Example: 100 MW	$15,000,000 value contribution

Bucket 2

Land Contribution at Appreciated Value

$10M – $15M

Direct land contribution to the Company at independently appraised Fair Market Value, which may exceed acquisition cost.

Mechanism	Land contributed at independently appraised FMV
Example	Acquire for $1M → contribute at FMV of $10M
Value Contribution	$10,000,000 (FMV of contributed land)
Valuation	Independent appraisal required

Bucket 3

Strategic & Soft Contributions

$8M – $10M

Ongoing strategic value through relationship-building and business development activities, representing approximately 1% of equity value (~$8M).

Investor introductions: facilitating connections to potential investors, strategic partners, and institutional capital
Government & municipal relations: building relationships with officials; navigating permitting and regulatory processes
Site identification & due diligence: identifying suitable sites; conducting preliminary diligence on land and infrastructure
Local network access: providing access to local contractors, service providers, and utility companies
Market intelligence: sharing insights on land pricing, competitive activity, and development opportunities

Value Contribution Summary

Bucket 1 — Land Discount

$10M – $15M

Bucket 2 — Land FMV

$10M – $15M

Bucket 3 — Strategic

$8M – $10M

Total Target Contribution$28M – $40M

Governance Rights at 5%

Right	Status	Detail
Board Seat	No	Below 10% threshold (SHA §6.1(a))
Board Observer	Yes	Non-voting. Subject to recusal on land transactions.
Information Rights	Limited	No standard info rights. Supplemental: notice of ROFR exercise, annual site pipeline update.
Voting	Standard	One vote per Common Share at General Meeting.
Veto / Blocking	None	All Important Shareholder Matters require supermajorities Filip cannot reach alone.
Pre-Emptive Rights	Yes	SHA §11.3.1. Pro rata subscription on New Securities.
Tag-Along	Yes	SHA §14.3. Co-sale on same terms.
Drag-Along	Subject to	SHA §14.4. Founders (>60⅔%) can compel sale.

Right of First Refusal on Land

Filip grants the Company an exclusive right of first refusal on any land in his current or future portfolio — held personally, through FM Investments, or any Affiliate — that he proposes to sell, lease, option, or otherwise dispose of for DC / HPC / AI / compute infrastructure purpose.

Notification

Written notice of proposed disposal: acquirer identity, price, material terms, site specs (MW, zoning, KOS).

Exercise Period

60 calendar days to elect to purchase on same terms or propose alternative per §4.3 pricing.

Matching Right

If Company does not exercise, Filip may proceed within 120 days on terms no more favorable to acquirer.

Re-Offer

If transaction doesn't close in 120 days or terms change materially, ROFR resets.

Pre-Negotiated Pricing

Price BasisFMV AppraisalIndependent appraised fair market value (biegły rewident, mutually agreed)

Discount[15]% to FMVBracket for negotiation

FloorCost + 10% IRRAcquisition cost + improvements + 10% annualized return

PaymentCash at CloseSPV debt (6–8% secured) at Filip's consent. Company bears 2% PCC.

Priority Site

Kobierzyce

Parties shall jointly commission a Tauron KOS grid study within 30 days of SHA execution. KOS confirmation of ≥40 MW is a condition of the ROFR's application to this site. If KOS fails, this site is excluded but all other terms remain in force.

Capacity~50 MW

Grid OperatorTauron

Latitude51.034° N

Longitude16.873° E

Exclusivity & Non-Compete

Restricted Activities

For SHA term + 2 years post-termination, Filip shall not directly or indirectly:

(a)Sell, lease, or option any portfolio land to any third party for DC/HPC/AI use without first complying with the ROFR process
(b)Provide land scouting, development, or brokerage services to any Person for DC/HPC/AI infrastructure, other than the Company
(c)Acquire equity, advisory, or consulting interest in any DC/HPC/AI competitor within the EEA
(d)Use Confidential Information for any third party's benefit

Carve-Outs

(a)FM Investments operations in all non-DC/HPC/AI sectors (residential, commercial, agricultural, logistics, light industrial)
(b)Land sales to parties providing written representation of non-DC/HPC/AI use
(c)Passive public equity investments (<1% of outstanding shares)
(d)Engagements in businesses excluded under SHA Annex 18.3

Breach Consequences

Material breach constitutes a Triggering Event under SHA §14.5.1(d), activating the Purchase Option. Bad Leaver pricing applies: lower of cost or 70% FMV. Contractual penalty: CHF 50,000 per violation. Filip consents to injunctive relief (Swiss courts for share matters; Polish courts for interim land orders).

Service Obligations

Filip engages as a strategic team member — not employee, not Founder. No employment relationship created. Failure to perform material obligations for 6 consecutive months constitutes material breach under SHA §14.5.1(d).

ROFR Compliance

Notify Company of any proposed DC/HPC/AI land disposal per the ROFR process.

Portfolio Maintenance

Maintain documentation (Księga Wieczysta, MPZP, KOS status). Respond to inquiries within 15 business days.

New Opportunities

Commercially reasonable efforts to identify new DC/HPC/AI sites. First-look to Company before own capital commitment.

Investor Support

Site visits, DD calls, data room support. Up to 10 hours per quarter on 10 business days' notice.

Quarterly Reporting

Portfolio update: sites held, MW status, KOS progress, new opportunities identified.

Transfer Restrictions

All governed by SHA Section 14. No new terms — SHA machinery applies in full.

Lock-Up4 YearsNo Transfers except Permitted Transfers

Permitted TransfersHoldCo / TrustTo Filip's wholly-owned holding company or family trust, subject to Declaration of Accession

ROFR on SharesFounders First30-day exercise period

Drag-Along>60⅔%Founders control ~89%. Can compel sale.

Purchase OptionTriggering EventsMaterial breach, insolvency, criminal act. Bad Leaver: lower of cost or 70% FMV.

IPO Lock-Up180 DaysPost-IPO per SHA §13.2

Conditions Precedent

Execution of the SHA by all Founders and the Company

Filip's execution of Declaration of Accession (SHA Annex 16) as Other Shareholder

Filip providing complete portfolio schedule (Księga Wieczysta, MPZP, KOS status) for all ROFR sites

Completion of ALT Infrastructure SA corporate restructuring via Baker McKenzie

General Provisions

Governing LawSwiss LawExcluding CISG (SHA §19.1)

ArbitrationZurichSwiss Rules, Swiss Arbitration Centre. Three arbitrators. English.

Term10 YearsCo-terminus with SHA. Renewable 5-year periods.

Non-Compete PenaltyCHF 50,000Per violation. Without prejudice to Purchase Option and injunctive relief.

Amendments≥75% + BoardWritten instrument, all Parties or supermajority with Board approval

CostsOwn CostsCompany bears KOS, appraisals, and PCC

—

Acknowledged & Agreed

Non-binding except Sections 5 (Exclusivity) and 8 (Confidentiality), which bind upon execution. All provisions become binding upon Declaration of Accession to the SHA.

For ALT Infrastructure SA

Jan Sędek

Founder 1 / Director

Date: _______________

For ALT Infrastructure SA

Hunter Lee Soik

Enso Group Ltd. · Founder 3 / Executive Board Member

Date: _______________

Other Shareholder

Filip Majchrowski

FM Investments

Date: _______________

Strategic LandPartnership Agreement

Recitals

Equity Allocation

Value Contribution Framework

Governance Rights at 5%

Right of First Refusal on Land

Exclusivity & Non-Compete

Service Obligations

Transfer Restrictions

Conditions Precedent

General Provisions

Acknowledged & Agreed

Strategic Land
Partnership Agreement