Strategic Advisor Agreement

To be completed per Advisor before execution.

Engagement, equity, and SHA alignment — light to sign, operated quarterly.

The Advisor is engaged in an advisory capacity, operated through a Quarterly Schedule A.

• 1.1 Engagement. The Company hereby engages the Advisor as a Strategic Advisor, and the Advisor accepts such engagement, on the terms set out in this Agreement. The Advisor is engaged in an advisory capacity only. This Agreement does not create an employment, partnership, joint venture, or agency relationship between the parties.
• 1.2 Scope of Services. The Advisor shall provide strategic advisory services to the Company and its subsidiaries (the “Group”) as agreed between the Advisor and the Company from time to time. Such services may include, without limitation: strategic counsel on capital markets and investor introductions; commercial introductions and customer development; technical, regulatory, or operational advisory; and such other matters as the Board or Executive Vice Chairman may reasonably request.
• 1.3 Schedule A — Quarterly Engagement. The specific deliverables and focus areas of the engagement shall be set out in Schedule A and reviewed jointly by the Advisor and a designated Company representative on a quarterly basis. A new Schedule A shall be prepared, signed, and dated each calendar quarter (each, a “Quarterly Schedule A”). The most recent signed Quarterly Schedule A shall govern the engagement until superseded.
• 1.4 Standard of Care. The Advisor shall perform the services with the standard of care of a qualified professional advisor of comparable seniority and experience, in good faith and in the best interests of the Group.
• 1.5 No Authority to Bind. The Advisor has no authority to bind, commit, or contract on behalf of the Company or any Group company unless expressly authorised in writing by the Board for a specific matter.

In-kind equity for advisory services. No cash compensation. Day-one grant; no vesting.

• 2.1 Consideration. In consideration for the advisory services rendered and to be rendered under this Agreement, the Advisor shall receive (or has received) the Equity Allocation set out in §2.2 below. The Equity Allocation is granted in-kind for advisory services. No cash compensation is payable under this Agreement.
• 2.2 Equity Allocation. The Advisor's equity consideration consists of [NUMBER] registered Common Shares of CHF 1.00 nominal value each in the Company (the “Equity Allocation”), with an indicative reference value of CHF [NUMBER × 240] calculated at an illustrative reference price of CHF 240 per share as of the Effective Date, granted to the Advisor (or its Designated Holding Vehicle) pursuant to the term sheet, share purchase agreement, or other instrument executed between the Advisor and the Company and dated [DATE] (the “Grant Instrument”). The indicative reference value is provided for informational purposes only and does not constitute a representation of fair market value, which shall be determined as and when required under the SHA. The rights, restrictions, and obligations set out in this Agreement apply to the Equity Allocation prospectively from the Effective Date.
  
  For the purposes of this Agreement, “Designated Holding Vehicle” means a corporate, partnership, trust, or similar vehicle that is wholly owned and controlled, directly or indirectly, by the Advisor, and that has executed (or will execute on or before the issuance of the Equity Allocation) a Declaration of Accession to the SHA on a look-through basis to the Advisor.
• 2.3 Day-One Grant; No Vesting. The Equity Allocation is granted in full on a day-one basis and is not subject to vesting. The Advisor's economic interest in the Equity Allocation is, however, subject to the lock-up, transfer restrictions, and Purchase Option mechanics set out in Section 14.5 of the SHA — which provide for repurchase of the Equity Allocation by the Company (and, in second priority, by other Shareholders pro rata) on the occurrence of a Triggering Event, at fair market value in the case of ordinary triggers and at punitive pricing (the lower of fifty percent (50%) of fair market value and fifty percent (50%) of the strike or subscription price paid) in the case of material breach and other adverse Triggering Events — as described further in §03, §05, and §07 below.

Four-year lock-up. SHA transfer rules apply. Sustained Non-Engagement triggers the SHA Purchase Option.

• 3.1 Lock-Up. The Equity Allocation is subject to the four (4) year lock-up set out in Section 14.1(b) of the SHA (running from 2 March 2026). Additionally, and as a separate contractual covenant, the Advisor agrees that the Equity Allocation shall be subject to a four (4) year lock-up running from the Effective Date of this Agreement (the “Advisor Lock-Up”), even where such period extends beyond the SHA lock-up period. The Equity Allocation shall remain locked-up for the longer of the two periods. During any lock-up period, the Equity Allocation may only be transferred to a Permitted Transferee as defined in the SHA.
• 3.2 Other SHA Transfer Restrictions. The Equity Allocation is further subject to the right of first refusal, tag-along, drag-along, and other transfer mechanics set out in Section 14 of the SHA, in each case as amended from time to time. A plain-English summary of the principal restrictions is provided at Schedule B for the Advisor's convenience; in the event of any inconsistency, the SHA prevails.
• 3.3 Material Breach as Triggering Event. The Advisor and the Company expressly agree that Sustained Non-Engagement (as defined in §3.4) shall constitute a “material breach” of this Agreement for purposes of Section 14.5.1(d) of the SHA. Upon the occurrence of Sustained Non-Engagement, a Triggering Event under the SHA shall be deemed to have occurred and the Purchase Option set forth in Section 14.5 of the SHA shall apply to the Equity Allocation.
• 3.4 Sustained Non-Engagement. “Sustained Non-Engagement” means the failure of the Advisor, without prior written notice to and acceptance by the Company, to either (i) participate in the Quarterly Schedule A process as contemplated by §1.3 for any single calendar quarter, or (ii) deliver, in any material respect, the specific asks set out in the Quarterly Schedule A applicable to such quarter, where such failure persists for the duration of that calendar quarter. The Quarterly Schedule A signed for each quarter (and the prior-quarter review section thereof) shall constitute the contemporaneous record for determining whether Sustained Non-Engagement has occurred.
• 3.5 Purchase Price on Triggering Event. Where a Triggering Event arises under §3.3, the price for the Purchase Option shall be determined in accordance with Section 14.5 of the SHA applicable to material breach by the Restricted Party (i.e., the lower of (a) fifty percent (50%) of the fair market value of the Equity Allocation as determined under the SHA, and (b) fifty percent (50%) of the aggregate strike or subscription price paid for the Equity Allocation), and the procedural mechanics of Section 14.5.2 of the SHA shall apply.
• 3.6 Termination Distinct from Triggering Event. For the avoidance of doubt, termination of this Agreement under §07 (whether by the Company or by the Advisor) does not, by itself, constitute Sustained Non-Engagement or a Triggering Event, except as provided in §3.7 below. Following any such termination (subject to §3.7), the Advisor (or its Designated Holding Vehicle) retains the Equity Allocation, subject to the continuing operation of the SHA.
• 3.7 Early Voluntary Termination as Triggering Event. Notwithstanding §3.6, if the Advisor terminates this Agreement under §7.2 at any time within four (4) years following the Effective Date (the “Minimum Engagement Period”), other than in response to a Material Company Breach (defined below), such termination shall be deemed a Triggering Event under Section 14.5.1(d) of the SHA, and the Purchase Option mechanics of §3.3–§3.5 shall apply to the Equity Allocation at the punitive pricing described in §3.5.
  
  “Material Company Breach” means (a) the Company's failure, for a period of sixty (60) days following written notice from the Advisor, to provide the resources or access committed to in an approved Quarterly Schedule A; (b) a unilateral and material reduction by the Company of the Advisor's agreed scope or stature without the Advisor's prior written consent, which reduction persists for sixty (60) days following written notice from the Advisor; or (c) any material breach by the Company of its express obligations under this Agreement that is not cured within sixty (60) days following written notice.

Declaration of Accession to the SHA. Forward compatibility with amendments. Tax acknowledgment.

• 4.1 Declaration of Accession. As a condition to receipt and continued holding of the Equity Allocation, the Advisor (or, as applicable, its Designated Holding Vehicle) shall execute a Declaration of Accession to the SHA in the form approved by the Board, accepting the rights and obligations of an Other Shareholder thereunder. Where the Advisor's Declaration of Accession has already been executed prior to the Effective Date, it shall be deemed to remain in full force and effect for purposes of this Agreement.
• 4.2 Forward Compatibility with SHA Amendments. The Advisor acknowledges and agrees that the SHA may be amended from time to time in accordance with Section 18.9(a) of the SHA, and that any such amendment duly adopted in accordance with the SHA shall apply to the Advisor and to the Equity Allocation without the need for further consent or instrument signed by the Advisor, save where the SHA itself requires such consent.
• 4.3 Tax Acknowledgment. The Advisor acknowledges that it has been advised to seek, and has had the opportunity to seek, independent tax and legal advice in connection with the Equity Allocation and this Agreement. The Company makes no representations regarding the tax treatment of the Equity Allocation in the Advisor's jurisdiction of residence.

Worldwide, AI data centre infrastructure ≥50 MW, Term + 12 months.

• 5.1 Restricted Activities. During the term of this Agreement and for a period of twelve (12) months following its termination (the “Restricted Period”), the Advisor shall not, anywhere in the world, directly or indirectly:
  • (a)provide advisory, consulting, or strategic services to any business or undertaking whose principal activity is the development, ownership, financing, or operation of AI-dedicated data center infrastructure with a planned or operational IT load of fifty megawatts (50 MW) or more (each, a “Competing Business”);
  • (b)hold any board seat, advisory board seat, executive role, or equity interest exceeding one percent (1%) in any Competing Business, save for passive holdings in publicly listed securities below such threshold;
  • (c)establish, found, or operate a Competing Business; or
  • (d)use Confidential Information for the benefit of any Competing Business or any third party.
• 5.2 Carve-Outs. The restrictions in §5.1 do not apply to: (a) advisory or investment activities relating to AI infrastructure projects below the 50 MW threshold; (b) activities outside the AI-dedicated data center sector (including general cloud, enterprise IT, telecommunications, or edge computing); (c) passive investments in publicly listed securities below 1% of outstanding shares; and (d) engagements set out in Schedule C and pre-disclosed to and accepted by the Company in writing prior to the Effective Date.
• 5.3 Non-Solicitation. During the Restricted Period, the Advisor shall not directly or indirectly solicit, induce, or attempt to induce any employee, officer, customer, supplier, or counterparty of the Group with whom the Advisor was in contact during the engagement to terminate, materially modify, or reduce their relationship with the Group, or to engage in any Competing Business.
• 5.4 Reasonableness. The Advisor acknowledges that the geographic and temporal scope of §5.1–§5.3 is reasonable given the global nature of the Group's business, the strategic value of the Equity Allocation, and the Group's legitimate interest in protecting its Confidential Information, network, and pipeline. If any court or arbitral tribunal of competent jurisdiction holds any restriction unenforceable in its current form, such restriction shall be reduced to the maximum scope enforceable under applicable law and not otherwise invalidated.
• 5.5 Advisor Representations and Warranties. The Advisor represents and warrants that (a) the Advisor has full power and authority to enter into and perform this Agreement; (b) the Advisor's execution and performance of this Agreement does not and will not breach any other agreement, undertaking, or fiduciary duty to which the Advisor is bound; (c) the Advisor is not subject to any restriction or prohibition that would impair the Advisor's ability to perform the services contemplated by this Agreement; and (d) the Advisor has disclosed in Schedule C all outside engagements, board seats, and equity interests that could give rise to a conflict with the services.

Indefinite for trade secrets; five years for other Confidential Information. Work Product assigned to the Company.

• 6.1 Confidential Information. “Confidential Information” means all non-public information of the Group disclosed to or learned by the Advisor in connection with the engagement, including without limitation commercial, technical, financial, strategic, customer, supplier, cap table, and counterparty information, whether disclosed orally, in writing, or by any other means.
• 6.2 Obligations. The Advisor shall (i) keep Confidential Information strictly confidential, (ii) use Confidential Information solely for the purpose of providing the services under this Agreement, and (iii) not disclose Confidential Information to any third party without the Company's prior written consent. The obligations in this §6.2 apply during the term of this Agreement and (a) indefinitely with respect to information constituting a trade secret, and (b) for five (5) years after termination with respect to all other Confidential Information.
• 6.3 Carve-Outs. The obligations in §6.2 do not apply to information that: (a) is or becomes publicly available through no breach by the Advisor; (b) was lawfully in the Advisor's possession without restriction prior to disclosure by the Group; (c) is received from a third party without restriction and without breach of any duty of confidentiality; or (d) is required to be disclosed by law, regulation, or order of a court or competent authority, provided that the Advisor gives the Company reasonable prior notice of such required disclosure where lawfully permitted.
• 6.4 Intellectual Property. All intellectual property rights in any work product, deliverables, materials, written analyses, frameworks, models, or other outputs created by the Advisor in connection with this Agreement (collectively, “Work Product”) shall vest exclusively and directly in the Company on creation. To the extent any such rights do not vest by operation of law, the Advisor hereby assigns and transfers such rights to the Company, and to the extent any such transfer is not possible under applicable law, the Advisor grants the Company a perpetual, worldwide, royalty-free, transferable, sub-licensable licence to use and exploit such Work Product. The consideration for this assignment is included within the Equity Allocation; no additional payment is owed.
• 6.5 Return of Materials. On termination of this Agreement, the Advisor shall return to the Company, or at the Company's option destroy, all Confidential Information and Work Product in the Advisor's possession or control, save for one archival copy retained solely for legal and compliance purposes.

Indefinite term. 30-day notice. Ordinary termination is not a Triggering Event.

• 7.1 Term. This Agreement commences on the Effective Date and continues indefinitely unless terminated in accordance with §7.2.
• 7.2 Termination. Either party may terminate this Agreement at any time, with or without cause, by giving the other party not less than thirty (30) calendar days' prior written notice. Termination does not affect any rights or obligations that have accrued prior to the effective date of termination, nor does it affect the survival of §05 (Restricted Period), §06 (Confidentiality and IP), §08 (Conflicts), and §09 (Governing Law).
• 7.3 Effect on Equity. Ordinary termination of this Agreement does not, by itself, constitute Sustained Non-Engagement (as defined in §3.4) or a Triggering Event under the SHA, except as provided in §3.7 (Early Voluntary Termination as Triggering Event). Subject to §3.7, the Equity Allocation remains held by the Advisor (or its Designated Holding Vehicle) following termination, subject to the continuing operation of the SHA.

Conflict disclosure. Pre-approved Company expenses only. Advisor is an independent contractor.

• 8.1 Conflicts of Interest. The Advisor shall promptly disclose to the Board any actual or potential conflict of interest arising in connection with the engagement, including any engagement, investment, or relationship that may, directly or indirectly, conflict with the interests of the Group or the obligations under this Agreement.
• 8.2 Expenses. The Company shall directly bear reasonable and customary expenses incurred in connection with services contemplated by an approved Quarterly Schedule A, including travel and accommodation for Company-directed engagements, where such expenses have been pre-approved by the Company. The Advisor shall not invoice the Company for advisory time. The Company will not reimburse third-party expenses incurred without prior written approval.
• 8.3 Independent Contractor. The Advisor is engaged as an independent contractor. Nothing in this Agreement shall constitute the Advisor as an employee, agent, partner, or joint venturer of the Company. The Advisor is solely responsible for all taxes, social security contributions, and similar charges arising from the Equity Allocation and the engagement in the Advisor's jurisdiction of residence.

Swiss law. Arbitration under the Swiss Rules; seat: Zurich; 3 arbitrators; English.

• 9.1 Governing Law. This Agreement is governed by, and shall be construed in accordance with, the substantive laws of Switzerland, excluding (i) its conflict of laws rules and (ii) the United Nations Convention on Contracts for the International Sale of Goods (CISG).
• 9.2 Arbitration. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be finally settled by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the notice of arbitration is submitted. The number of arbitrators shall be three (3). The seat of arbitration shall be Zurich, Switzerland. The language of the arbitration shall be English.

Entire agreement, amendments, severability, notices, electronic signature.

• 10.1 Entire Agreement. This Agreement (together with Schedules A, B, and C, and any signed Quarterly Schedule A from time to time) constitutes the entire agreement between the parties in respect of the engagement and supersedes all prior discussions, understandings, and agreements, whether written or oral, in respect of the engagement. The SHA continues in full force and effect; in the event of any conflict between this Agreement and the SHA in respect of matters between or among shareholders, the SHA prevails.
• 10.2 Amendments. Amendments to this Agreement (other than to the Quarterly Schedule A, which is updated quarterly in accordance with §1.3) must be in writing and signed by both parties to be effective.
• 10.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.
• 10.4 Notices. Notices under this Agreement shall be in writing and delivered by email to the addresses set out on the signature page (or such other address as a party may designate by notice). Notices are effective on delivery (or, if sent outside business hours, on the next business day).
• 10.5 Counterparts; Electronic Signature. This Agreement may be executed in counterparts, each of which when executed shall constitute an original, and all counterparts together shall constitute one and the same instrument. The parties agree that electronic signatures (including via Dropbox Sign, DocuSign, or equivalent) shall be binding and effective for all purposes.

IN WITNESS WHEREOF, the parties have executed this Strategic Advisor Agreement as of the Effective Date.