ALT Infrastructure SA — CFO Term Sheet

01

Parties & Overview

This term sheet ('Term Sheet') outlines the principal terms of the appointment of Ilona Weiss (the 'Executive') as Chief Financial Officer of ALT Infrastructure SA and its group companies (the 'Company' or the 'Group').

Date

April 2026

Company

ALT Infrastructure SA

A company organised and existing under the laws of Switzerland, CHE-409.502.681, Via Carlo Frasca 3, 6900 Lugano, Switzerland

Executive

Ilona Weiss

Chief Financial Officer (Group). LinkedIn Profile

Position

Chief Financial Officer (Group)

Reporting to the CEO and Board of Directors

Employment Type

Full-time

Swiss employment contract

Place of Work

Lugano, Switzerland

Remote work permitted as needs of the business allow

Commencement Date

To be agreed

Subject to work and residence permits. The Commencement Date sets the start of “Year 1” and each subsequent four-quarter period.

Probationary Period

3 months

Per Swiss employment standards

02

Compensation

Annual Base Salary

CHF 350,000

Paid in 12 equal monthly installments

Year 1 Bonus

Up to 200% of salary

CHF 700,000 — Target performance bonus for Year 1 (first four (4) full calendar quarters following the Commencement Date)

Year 2+ Bonus

Up to 100% of salary

CHF 350,000 — Annual performance bonus for each subsequent four-quarter period thereafter

Total Year 1 Target

Up to CHF 1,050,000

Base + max bonus (cash compensation)

Definition of “Year 1”: For the avoidance of doubt, references throughout this offer letter to “Year 1” (and equivalent terms such as “the first year of employment”) shall mean the period comprising the four (4) full calendar quarters commencing on the Executive’s Commencement Date, and “Year 2,” “Year 3” and each subsequent year shall mean each successive four-quarter period thereafter. “Annual” shall be construed accordingly.

(a) The Company shall pay to the Executive an annual base salary of CHF 350,000 (three hundred fifty thousand Swiss francs), paid in twelve (12) equal monthly installments, subject to applicable withholdings and social security contributions.
(b) For Year 1 of employment (defined as the four (4) full calendar quarters commencing on the Commencement Date), the Executive shall be eligible for a performance bonus of up to 200% of annual base salary (i.e., up to CHF 700,000), based on achievement of KPIs to be agreed between the Executive and the Board.
(c) For Year 2 and each subsequent year of employment (each defined as a successive four-quarter period following the close of Year 1), the Executive shall be eligible for a performance bonus of up to 100% of annual base salary (i.e., up to CHF 350,000), based on achievement of annually-set KPIs.
(d) Bonuses shall be payable within sixty (60) days following the end of the relevant performance period, subject to the Executive remaining in good standing with the Company.

03

Equity Allocation (MIP)

3.5M CHF
Equity Grant
$800M
Pre-Money Valuation
MIP
Administration Vehicle

Equity Value

CHF 3,500,000

Granted at $800M pre-money valuation

Administration

Management Incentive Plan (MIP)

Shares administered through the Company's MIP pool

Valuation Basis

$800M pre-money

Seed round valuation reference

Vesting

Standard MIP terms

Subject to Board-approved MIP rules (to be documented separately)

(a) The Executive shall be granted equity with a value of CHF 3,500,000 (three million five hundred thousand Swiss francs), calculated at the Company's then-current pre-money valuation of USD 800,000,000 (Seed round valuation).
(b) The equity grant shall be administered through the Company's Management Incentive Plan (the 'MIP'), with specific vesting schedule, cliff, and leaver provisions as set forth in the MIP rules adopted by the Board.
(c) The equity allocation is subject to the terms of the Shareholders' Agreement dated 2 March 2026 (the 'SHA'), including transfer restrictions, lock-up provisions per §14.1(b), and pre-emptive rights per §11.3.

04

Duties & Responsibilities

1

Serve as Chief Financial Officer of ALT Infrastructure SA and oversee the finance function across all Group entities

2

Lead financial planning, reporting, treasury, tax, and audit activities for the Group

3

Support capital raising, investor relations, and M&A transactions (including Series A preparation)

4

Develop and maintain the Group's financial systems, controls, and governance frameworks

5

Report to the CEO and regularly update the Board of Directors on financial performance and strategic initiatives

6

Collaborate closely with the executive team on strategic and operational matters

05

Benefits & Expenses

Social Security

Swiss standard

AHV, IV, EO, ALV, pension fund per Swiss law

Vacation

25 working days

Per annum, pro-rated

Expenses

Reimbursed

Reasonable and customary business expenses, including travel

D&O Insurance

Covered

Standard directors' and officers' liability coverage

Health & Accident

Swiss standard

Mandatory Swiss coverage

06

Confidentiality, IP & Non-Compete

(a) Confidentiality: The Executive shall maintain strict confidentiality over all Company and Group information, consistent with SHA §18.2, during employment and thereafter.
(b) Intellectual Property: All intellectual property developed by the Executive in the course of employment shall belong exclusively to the Company.
(c) Non-Competition: For 12 months post-termination, the Executive shall not engage with direct competitors of the Group in the AI infrastructure, data center, or related compute sectors within the EEA.
(d) Non-Solicitation: For 12 months post-termination, the Executive shall not solicit employees, contractors, customers, or investors of the Group.

07

Term & Termination

Notice (Probation)

7 days

By either party during the 3-month probationary period

Notice (Post-Probation)

3 months

After successful completion of probation

Termination for Cause

Immediate

Upon gross misconduct, material breach, or similar serious cause

Good / Bad Leaver

Per MIP rules

Equity treatment follows MIP leaver provisions

08

Conditions Precedent

1

Satisfactory completion of reference and background checks

2

Issuance of required Swiss work and residence permits

3

Board approval of the final employment contract and MIP allocation

4

Execution of Declaration of Accession to the SHA

5

Execution of formal employment contract incorporating these terms

09

General Provisions

Governing Law

Swiss Law

Excluding CISG

Jurisdiction

Zurich, Switzerland

Exclusive place of jurisdiction

Confidentiality of Terms

Strictly confidential

Per SHA §18.2

Non-Binding

Non-binding

This Term Sheet is non-binding, except for confidentiality, governing law, and costs provisions, which shall be binding upon execution

—

Acknowledged & Agreed

Each party acknowledges that (i) this term sheet is non-binding except for the provisions relating to Confidentiality, 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 2 signatures collected

Company — ALT Infrastructure SA

_______________

Name: _______________

Title: _______________

Date: _______________

Executive — Ilona Weiss

Ilona Weiss

Chief Financial Officer (Group)

Date: _______________