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Confidential
ALT Infrastructure SAConfidential
Non-Binding Term Sheet · March 19, 2026

Strategic Partnership
& Equity Allocation

CompanyALT Infrastructure SA
PartnerFlorin Dan
JurisdictionSwiss Law
RoleStrategic Advisor — Romania + CEE
1.0%
Equity Allocation
$800M
Pre-Money Valuation
$10M
Total Package Value
01

Transaction Overview

DateMarch 19, 2026
IssuerALT Infrastructure SASwiss stock corporation (Aktiengesellschaft), CHE-409.502.681, Via Carlo Frasca 3, 6900 Lugano, Switzerland
New PartnerFlorin DanActing in his personal capacity or through a designated holding entity acceptable to the Company and existing Founders
RoleStrategic AdvisorRomania + CEE operations, as described in Annex A (Scope of Services)
Security TypeCommon Shares (Stammaktien)CHF 1.00 nominal, ranking pari passu with all existing Common Shares
Equity Allocation1.0% FDBFully diluted share capital as of the date of issuance
Pre-Money ValuationUSD 800,000,000Eight Hundred Million US Dollars
Implied Equity ValueUSD 8,000,0001.0% at Pre-Money Valuation
Cash ConsiderationUSD 2,000,00024 monthly installments of ~USD 83,333.33, commencing first business day following execution of definitive agreements
Total Package ValueUSD 10,000,000Comprising USD 8,000,000 in equity value plus USD 2,000,000 in cash
02

Vesting & Performance

Vesting FrameworkMIP AlignedPer SHA Section 4.2, dated 2 March 2026
Vesting TermsPerformance-BasedSubject to performance targets yet to be defined, vesting period, good/bad leaver provisions, minimum stay — as determined by the Board per SHA §4.2(b)(i) and §4.2(c)
Performance TargetsBoard-DefinedTo be defined and approved by the Board per SHA §4.2(c)
MIP Instrument TypeShares / OptionsShares, options, or other instruments convertible in or entitled to receive Common Shares at Initial Common Share Price (Board may decide otherwise per §4.2(b)(iii))
MIP Cap10% MaxMaximum 10% of Maximum Share Capital on Fully Diluted Basis per §4.2(b)(iv)
Board AuthorityFull DiscretionAll MIP details (vesting, milestones, leaver provisions) defined by Board per §4.2(c)
03

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
04

Non-Competition & Exclusivity

Non-Competition
For SHA term + 2 years post-termination, the following restrictions apply across Switzerland, EU, and UK:
  • (a)No advisory or facilitation services to any third party engaged in GPU-sharing, AI infrastructure, or data center development in Romania during term + 12 months
  • (b)Non-competition and non-solicitation per SHA §18.3, covering Switzerland, EU, and UK for SHA term + 2 years post-termination
  • (c)Confidentiality obligations per SHA §18.2
05

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 = 1% 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) strategic advisory 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
06

Scope of Services (Annex A)

The Partner shall provide strategic advisory services to the Company and its Group Companies in Romania and CEE.
Government & Regulatory Facilitation
Relationships with Romanian governmental authorities, permits, concessions, energy licenses, environmental approvals for data center, GPU-sharing, AI infrastructure, and energy projects.
Strategic Introductions — Private Sector
Identify and facilitate relationships with private sector partners in Romania and CEE (energy, real estate, construction, telecom).
Local Project Oversight
On-the-ground operational advisory: subsidiary setup, local counsel coordination, timeline monitoring, compliance, stakeholder relations.
07

General Provisions (Annex A)

1
Geographic Scope: Romania 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.
For ALT Infrastructure SA
_______________
Name: _______________
Title: _______________
Date: _______________
For the Partner
Florin Dan
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 — Florin Dan — ALT Infrastructure SA · Non-Binding | For Discussion Purposes Only