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ALT Infrastructure SAConfidential
Non-Binding Term Sheet · March 2026

Strategic Partnership
& Equity Allocation

CompanyALT Infrastructure SA
PartnerFilip Majchrowski
JurisdictionSwiss Law
RoleSr Advisor — Land Acquisition & Development
5.0%
Equity Granted
$800M
Pre-Money Valuation
$40M
Implied Day-1 Value
01

Transaction Overview

Date23 March 2026
IssuerALT Infrastructure SASwiss stock corporation (Aktiengesellschaft), CHE-409.502.681, Via Carlo Frasca 3, 6900 Lugano, Switzerland
New PartnerFilip MajchrowskiActing in his own personal capacity
RoleSr Advisor for Land Acquisition & DevelopmentPoland land portfolio, as described in Annex A (Land Partnership & Services)
Security TypeCommon Shares (Stammaktien)CHF 1.00 nominal, ranking pari passu with all existing Common Shares
Equity Allocation5.0% FDBFully diluted share capital as of the date of issuance
Pre-Money ValuationUSD 800,000,000Eight Hundred Million US Dollars
Implied Equity ValueUSD 40,000,0005.0% at Pre-Money Valuation
Cash ConsiderationUSD 0In-kind allocation for land ROFR, exclusivity, pre-negotiated pricing, and ongoing development services
Total Package ValueUSD 40,000,000Comprising USD 40,000,000 in equity value, no cash component
02

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
03

Governance Rights

RightStatusDetail
Board SeatNoBelow 10% threshold (SHA §6.1(a))
Board ObserverYesNon-voting. Subject to recusal on land transactions.
Information RightsLimitedNo standard info rights. Supplemental: notice of ROFR exercise, annual site pipeline update.
VotingStandardOne vote per Common Share at General Meeting.
Veto / BlockingNoneAll Important Shareholder Matters require supermajorities Filip cannot reach alone.
Pre-Emptive RightsYesSHA §11.3.1. Pro rata subscription on New Securities.
Tag-AlongYesSHA §14.3. Co-sale on same terms.
Drag-AlongSubject toSHA §14.4. Founders (>60⅔%) can compel sale.
04

Transfer Restrictions & Protective Covenants

Lock-Up Period4 YearsFrom the date of the SHA (2 March 2026) per §14.1(b). During Lock-Up, shares may only be transferred to Affiliates as a Permitted Transfer.
Right of First RefusalFounders FirstPer SHA §14.2, priority first to Founders then other Shareholders
Tag-Along RightChange of ControlPer SHA §14.3, applicable where a proposed transfer would result in a Change of Control
Drag-Along Obligation>60⅔%Per SHA §14.4, applicable where shareholders representing more than 60⅔% of share capital exercise such right
Purchase OptionTriggering EventSubject to SHA §14.5 upon the occurrence of any Triggering Event
ConfidentialitySHA §18.2Per SHA §18.2
05

Non-Competition & Exclusivity

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)Acquire equity, advisory, or consulting interest in any DC/HPC/AI competitor within the EEA
  • (c)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
06

Conditions, Mechanics & General

AccessionDeclaration of AccessionExecute Declaration of Accession (Annex 16 to SHA) as Other Shareholder
Board ApprovalImportant Board MatterImportant Board Matter under Annex 8(c), requiring (i) a majority of Directors present and (ii) at least 66⅔% of all elected Founder Directors
Share IssuanceCapital Band (§4.1)Out of Capital Band (§4.1) at CHF 1.00 nominal per share. Number of shares = 5% of fully diluted share capital at time of issuance
Payment CurrencyUSD Wire TransferPayments by wire transfer to designated Company bank account. Company may, at its discretion, require payment in CHF at prevailing exchange rate
Definitive AgreementsNon-BindingNon-binding, subject to: (i) investment agreement, (ii) land partnership agreement (Annex A), (iii) Declaration of Accession to SHA, (iv) any amendments to Articles required to effect share issuance
Governing LawSwiss LawExcluding the United Nations Convention on Contracts for the International Sale of Goods (CISG)
ArbitrationZurichSwiss Rules, Swiss Arbitration Centre. Seat: Zurich. Language: English. Three arbitrators.
Exclusivity90 Days90 calendar days exclusive negotiation
CostsOwn CostsEach party bears own costs per SHA §18.5
Expiry120 Days120 calendar days
Annex A Land Partnership & Services
07

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.
1
Notification
Written notice of proposed disposal: acquirer identity, price, material terms, site specs (MW, zoning, KOS).
2
Exercise Period
30 calendar days to respond Yes or No. No extension. A clear response within 30 days enables FM to proceed with its client.
3
Matching Right
If Company does not exercise, Filip may proceed within 180 days on terms no more favorable to acquirer.
4
Re-Offer
If transaction doesn't close in 180 days or terms change materially, ROFR resets. By closing the transaction, Parties acknowledge that either the PPA or final agreement would be signed in the name of Filip Majchrowski.
Pre-Negotiated Pricing
Price BasisFMV AppraisalIndependent appraised fair market value (biegły rewident, mutually agreed)
DiscountPer-Plot (m²)Negotiated per plot based on FMV appraisal; no fixed percentage
No rights to any land shall be transferred prior to FM receiving payment in full for such land. Structure, mechanisms, and pricing shall be agreed on a case-by-case basis.
08

Scope of Services (Annex A)

Filip engages as Sr Advisor for Land Acquisition & Development — 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.
09

Value Contribution Framework

In consideration for the 5% equity grant (valued at $40M at current Seed valuation), the Strategic Partner shall deliver value through the following contribution buckets:
Bucket 1
Discounted Land Acquisition
Primary Value
ALT receives a handicap to purchase land at a discounted price — priced at the market value of production / logistics land, not per MW obtained in the technical conditions from the operator. This is the main value of the partnership.
Discount BasisProduction / logistics land market value (not DC per-MW pricing)
MechanismCase-by-case pricing; no fixed percentage or IRR
FM Development CostsFM bears all land development costs including: securing the land, down payments, obtaining technical conditions, technical DD, environmental decision, road connection, and drilling
TransferNo land rights transferred until FM receives payment in full
Bucket 2
Strategic & Soft Contributions
$8M – $10M
Ongoing strategic value through relationship-building and business development activities, representing approximately 1% of equity value (~$8M).
Value Contribution Summary
Bucket 1 — Discounted Land
Primary Value
Bucket 2 — Strategic
$8M – $10M
Total Target Contribution$40M
09B

Strzelin — Power Purchase Agreement

FM Invest holds a 20-hectare plot in Strzelin with an executed Power Purchase Agreement (PPA). The site carries a confirmed pipeline of grid capacity that is strategically valuable for ALT's next fundraising round.
Site Area20 haStrzelin, Poland — held by FM Invest
PPA StatusSignedPower Purchase Agreement executed by FM Invest with the grid operator
Confirmed Capacity10 MWTechnical conditions granted & PPA signed
Additional Capacity+30 MWSubject to additional technical conditions — in progress
Expansion Perspective
Perspective to apply for an increase to 135 MW total grid capacity on the same site. Wojtek and Zuzanna are currently working on the technical preparation and regulatory filings required for this expansion.
10 MW — Granted +30 MW — Conditions Pending → 135 MW — Target Expansion
Key Terms
1
No Down Payment: No down payment by ALT toward FM Invest for the Strzelin site. Payment structure per the Pre-Negotiated Pricing terms in Section 07.
2
PPA Holder: PPA signed by FM Invest — agreement transfers with land upon full payment.
3
Fundraising Utility: The secured PPA and confirmed grid capacity serve as tangible assets for ALT's next fundraising round.
4
ROFR Compliance: Subject to the Right of First Refusal process outlined in Section 07.
10

General Provisions (Annex A)

1
Geographic Scope: Poland and broader CEE region
2
Standard of Care: Qualified professional advisor standard
3
Reporting: Keep Company informed, provide updates as Board requests
4
No Authority to Bind: Advisory capacity only, no binding authority unless Board authorizes
5
Compliance: All applicable laws, anti-corruption, anti-bribery
6
Intellectual Property: All work product is Company property
7
Conflicts of Interest: Prompt disclosure to Board
—

Acknowledged & Agreed

Each party acknowledges that (i) this term sheet is non-binding except for the provisions relating to Confidentiality, Exclusivity, Governing Law, and Costs, which shall be binding upon execution, and (ii) the transactions contemplated herein are subject to the negotiation and execution of definitive agreements and all necessary corporate approvals.
0 of 5 signatures collected
For ALT Infrastructure SA
_______________
Name: _______________
Title: _______________
Date: _______________
For the Partner
Filip Majchrowski
Title: _______________
Date: _______________
Acknowledged by Founder 1
Jan Sędek
Founder 1
Date: _______________
Acknowledged by Founder 2
Pawletko Family Foundation
Founder 2
Date: _______________
Acknowledged by Founder 3
Enso Group Ltd.
Founder 3
Date: _______________
Term Sheet — Filip Majchrowski — ALT Infrastructure SA · Non-Binding | For Discussion Purposes Only