All Term Sheets
Confidential
ALT Infrastructure SAConfidential
Non-Binding Term Sheet · March 2026

Strategic Advisory
& Equity Allocation

CompanyALT Infrastructure SA
PartnersJacek Burdziełowski & Piotr Budzyniak
JurisdictionSwiss Law
RoleStrategic Advisor — Renewable Energy
5.0%
Equity Granted (2% + 3%)
$800M
Pre-Money Valuation
$40M
Implied Day-1 Value ($16M + $24M)
01

Transaction Overview

Date30 March 2026
IssuerALT Infrastructure SASwiss stock corporation (Aktiengesellschaft), CHE-409.502.681, Via Carlo Frasca 3, 6900 Lugano, Switzerland
New PartnerJacek BurdziełowskiHolding 2% through POWERFARMA 7 Sp. z o.o.
New PartnerPiotr BudzyniakHolding 3% through NADACE PB SUN
RoleStrategic Advisor for Renewable EnergyRenewable energy advisory services, as described in Annex A (Renewable Energy Advisory Services)
Security TypeCommon Shares (Stammaktien)CHF 1.00 nominal, ranking pari passu with all existing Common Shares
Equity Allocation5.0% FDBJacek Burdziełowski 2.0% + Piotr Budzyniak 3.0%, fully diluted share capital as of the date of issuance
Pre-Money ValuationUSD 800,000,000Eight Hundred Million US Dollars
Implied Equity ValueUSD 40,000,000Jacek $16M (2.0%) + Piotr $24M (3.0%) at Pre-Money Valuation
Cash ConsiderationUSD 0In-kind allocation for renewable energy advisory services and strategic network access
Total Package ValueUSD 40,000,000Comprising Jacek USD 16,000,000 + Piotr USD 24,000,000 in equity value, no cash component
02

Equity Allocation

Equity Granted5.0% FDBJacek 2.0% + Piotr 3.0%, fully diluted basis, per SHA Annex 1
Share ClassCommon (Stammaktien)Same class as Founders
IssuanceUpfront, Day 1No vesting. Full 5.0% on execution (2.0% Jacek + 3.0% Piotr).
Cash Investment$0In-kind allocation for renewable energy advisory
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 energy transactions.
Information RightsLimitedLimited — notice of renewable energy project pipeline.
VotingStandardOne vote per Common Share at General Meeting.
Veto / BlockingNoneAll Important Shareholder Matters require supermajorities Jacek 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, Jacek shall not directly or indirectly:
  • (a)Provide advisory or consulting services to any DC/HPC/AI competitor within the EEA relating to renewable energy procurement
  • (b)Acquire equity or advisory interest in any competing renewable energy advisory platform within the EEA
  • (c)Use Confidential Information for any third party's benefit
Carve-Outs
  • (a)Personal renewable energy investments in projects not competing with ALT
  • (b)Advisory to non-DC/HPC/AI sectors
  • (c)Passive public equity investments (<1% of outstanding shares)
  • (d)Engagements 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 = 2% 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) advisory agreement, (ii) Declaration of Accession to SHA, (iii) 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 Renewable Energy Advisory Services
07

Scope of Advisory Services

Jacek engages as Strategic Advisor for Renewable Energy — 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).
PPA Sourcing
Identify and negotiate Power Purchase Agreements for ALT infrastructure sites.
Grid Connection Advisory
Navigate grid connection applications and technical conditions with operators.
Regulatory Navigation
Guide permitting, environmental, and regulatory processes for energy infrastructure.
Strategic Partnerships
Build relationships with energy operators, grid companies, and renewable energy developers.
Quarterly Reporting
Pipeline update: PPAs in progress, grid connections, regulatory status, new opportunities identified.
08

Value Contribution Framework

In consideration for the 5% equity grant (valued at $40M at current Seed valuation), the Strategic Advisor shall deliver value through the following contribution buckets:
Bucket 1
Renewable Energy Procurement
Primary Value
Jacek's network and expertise enable ALT to secure competitive PPAs and grid connections, reducing energy procurement costs across the portfolio.
Advisory BasisPer-project renewable energy advisory
MechanismSuccess-based; value realized through secured PPAs and grid capacity
ScopePoland and broader CEE region
Bucket 2
Strategic & Soft Contributions
$3M – $5M
Ongoing strategic value through relationship-building and energy sector business development.
Value Contribution Summary
Bucket 1 — Energy Procurement
Primary Value
Bucket 2 — Strategic
$3M – $5M
Total Target Contribution$40M
09

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
10

Corporate & Governance Structure

The renewable energy operations shall be structured through a dedicated holding and operating company framework. The following outlines the ownership, profit-sharing, and governance arrangements across the relevant entities.
HoldCo Ownership 100% Shares All shares in the operating entities are owned by HoldCo
Polish Solar OpCo — Profit Share 50 / 50 Equal profit-sharing arrangement in the Polish solar operating company
Countries Introduced by Jacek & Piotr — Profit Share 90 / 10 Applicable to countries introduced by Jacek and Piotr (currently Romania)
Project Vehicles Dedicated PropCo Individual projects acquired by a dedicated special-purpose property company (PropCo)

Governance

Polish Solar OpCoBoard Seat — JacekJacek Burdziełowski holds a board seat in the Polish solar operating company
Supervisory BoardSeat — PiotrPiotr holds a seat on the Supervisory 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 6 signatures collected
For ALT Infrastructure SA
_______________
Name: _______________
Title: _______________
Date: _______________
For the Partner
Jacek Burdziełowski
Title: _______________
Date: _______________
For Partner 2
Piotr Budzyniak
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 — Jacek Burdziełowski — ALT Infrastructure SA · Non-Binding | For Discussion Purposes Only