This agreement ("Agreement") is dated as at the date stated at the beginning of this Agreement and made between:
ALT Infrastructure SA, a company organised and existing under the laws of Switzerland and registered under registration number CHE-409.502.681, with registered office at Via Carlo Frasca 3, 6900 Lugano, Switzerland (the "Company"); and
Michel Combes, 880 Harbor Drive, Key Biscayne, FL 33149, USA (the "Director").
Date
2 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
Director
Michel Combes
880 Harbor Drive, Key Biscayne, FL 33149, USA
(a)
The Company's core business consists of the development and operation of a publicly accessible technology platform based on advanced information technologies, including GPU-sharing-based data processing, cloud computing services, and cybersecurity solutions, as well as the provision of related IT infrastructure, software, and data processing services, including large-scale data processing and artificial intelligence model training.
(b)
The Director has expertise, among others, in the field of information technologies, telecommunications, and corporate governance.
(c)
The board of directors of the Company (the "Board") has proposed the Director for election as new member and Chairman of the Board, in accordance with the Shareholders' Agreement dated 2 March 2026 (the "SHA").
(d)
The Company and the Director wish to agree upon the rights and obligations of the Director with respect to his mandate as a member and Chairman of the Board of the Company.
NOW, THEREFORE, the Company and the Director (each a "Party", collectively the "Parties") agree as follows:
02
Condition Precedent
Section 1
This Agreement is conditional on the election of the Director as member of the Board by the general meeting of shareholders. If the general meeting does not elect the Director as member of the Board, this Agreement, except for Sections 3, 8, and 13 which shall remain in full force, shall be null and void. The initial election is anticipated to take place at the general meeting to be held on 2 April 2026.
03
Capacity and Duties
(a)The Director shall assume the role of Chairman of the Board. The role as Chairman is conditional on the Board appointing the Director as its Chairman, in accordance with Section 6.1(d) of the SHA.
(b)The Director shall discharge his duties as Chairman of the Board of the Company personally as an individual person and not as a representative, employee, shareholder or partner of any other person, legal entity or partnership.
(c)The Director shall attend the meetings of the Board in person or via video or telephone conference. The Company shall hold four (4) quarterly Board meetings per year. Board meetings may be attended in person or via video conferencing or other means of direct communication, in accordance with Section 6.5 of the SHA. The Director's activities under this Agreement shall be limited to business, scientific and technical issues directly related to the Board meetings and governance of the Company (the "Services").
(d)The Director undertakes to fulfil his duties and obligations pursuant to and in accordance with the articles of association and the board regulations of the Company, as amended from time to time, the SHA, as well as pursuant to and in accordance with applicable law. In doing so, the Director shall use the best of his abilities and consider and act in the interests of the Company and the stakeholders of the Company.
(e)As Chairman, the Director shall have the casting vote in Board meetings in accordance with Section 6.1(d) of the SHA.
04
Confidentiality
(a)The Director shall during the period of this Agreement and at any time thereafter, keep secret any confidential information, in particular information concerning contractual arrangements, deals, transactions or any other affairs of the Company or its affiliates as well as their respective employees, business partners and officers and will not use any such information for his own benefit or the benefit of others. This obligation shall be consistent with and subject to the confidentiality provisions set forth in Section 18.2 of the SHA.
(b)Upon termination of this Agreement, the Director shall return to the Company all electronic and/or physical files and any company documents concerning the business of the Company and its affiliates in the Director's possession or open to the Director's access, including all designs, customer and price lists, printed material, documents, sketches, notes, drafts as well as copies thereof, as well as any objects belonging to the Company or to an affiliate of the Company. Any retention right is excluded.
05
Compensation
Annual Board Fee
CHF 200,000.00
Two hundred thousand Swiss francs, net of social security contributions
Equity Allocation
5.0% FDB
130,000 shares transferred from Enso Group Ltd. at current valuation
Implied Equity Value
$40,000,000
5.0% at $800M pre-money valuation
Payment
Quarterly
CHF 50,000.00 at the end of each calendar quarter
(a)The Company shall pay to the Director an annual board member fee of CHF 200,000.00 (two hundred thousand Swiss francs), net of social security contributions, if any, payable by the relevant Director, paid in equal quarterly instalments of CHF 50,000.00 at the end of each calendar quarter to the bank account designated by the Director in writing.
(b)The compensation set forth in Section 4(a) shall become payable upon the Commencement Date as defined in Section 11. Unless otherwise expressly agreed upon in writing, the payment of any other gratuities, profit shares, premiums or other extra payments shall be on a voluntary basis.
(c)All other Directors (other than the Chairman and the Independent Director) shall not receive any remuneration for their function as a Director, in accordance with Section 6.7(a) of the SHA.
05B
Equity Allocation & SHA Provisions
In addition to the annual cash compensation, the Director shall receive an equity allocation of 5.0% of the fully diluted share capital of the Company. The shares shall be transferred from Enso Group Ltd. to the Director. The equity allocation is subject to the following provisions of the Shareholders' Agreement dated 2 March 2026 (the "SHA").
5.0%
Equity Granted
$800M
Pre-Money Valuation
$40M
Implied Day-1 Value
Share ClassCommon Shares (Stammaktien)Same class as Founders, CHF 1.00 nominal per share
Source of SharesTransfer from Enso Group Ltd.Transferred from Enso Group Ltd.
Lock-Up Period4 YearsPer SHA §14.1(b). During Lock-Up, shares may only be transferred to Affiliates as a Permitted Transfer.
Anti-DilutionWeighted AveragePre-emptive rights per SHA §11.3. Pro rata subscription on New Securities.
Governance Rights
Right
Status
Detail
Chairman Nomination
Named
SHA §6.1(d) specifically names Michel Combes as initial Chairman. Nominated by 60% of voting rights including 66⅔% of Founder Directors.
Board Seat
Yes
Chairman serves as member and Chairman of the Board, with casting vote per SHA §6.1(d).
D&O Insurance
Yes
Company shall procure directors' and officers' liability insurance per SHA §6.8.
Pre-Emptive Rights
Yes
SHA §11.3. Pro rata subscription on New Securities.
Tag-Along
Yes
SHA §14.3. Co-sale on same terms upon Change of Control.
Drag-Along
Subject to
SHA §14.4. Shareholders representing >60⅔% can compel co-sale.
Right of First Refusal
Yes
SHA §14.2. After Lock-Up, first priority to Founders, then other Shareholders.
Purchase Option
Triggering Event
SHA §14.5. Option Parties may purchase all shares upon Triggering Event (death, incapacity, insolvency, criminal conduct, material breach).
Transfer Restrictions
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.
Board CompensationSHA §6.7(a)Chairman and Independent Director receive CHF 200,000 p.a. All other Directors receive no remuneration.
06
Social Security
(a)The Director is subject to the social security legislation of his country of residence. The Director shall be solely responsible for registration with all competent social security and tax authorities, and for organizing and administering all necessary social security and social insurance applications and declarations. All applicable social security contributions, taxes and duties levied on the Director's compensation hereunder shall be borne and paid by the Director.
(b)In the event that, contrary to the Parties' expectations, the Director is subject to Swiss social security, the applicable statutory and regulatory contributions to AHV, IV, EO, ALV shall be deducted from any payment made hereunder.
(c)During the term of this Agreement and following its termination, the Director shall, on the Company's first demand, release and hold the Company harmless from all liabilities incurred by the Company related to the social security treatment according to this Section 5; provided, however, that the Director is not bound to release and hold the Company harmless in case of the Company's intentional misconduct or gross negligence.
07
Expenses
(a)The Company shall reimburse the Director for reasonable and customary business travel expenses. For the purpose of this clause, reasonable and customary means business class or first class for all flights, and first class for train travel.
(b)The Company shall reimburse the Director upon submission of appropriate vouchers for reasonable and customary expenses, including travel costs and hotel accommodation, reasonably incurred and documented by the Director in connection with his function as a Director, in accordance with Section 6.7(b) of the SHA. The Director shall submit such expense vouchers monthly.
08
Intellectual Property
(a)Any and all ideas, processes, trademarks, service marks, inventions, technology, computer programs, original works of authorship, designs, formulas, discoveries, patents, copyrights, and all improvements, rights and claims related to the foregoing ("Intellectual Property"), that are conceived, developed or reduced to practice by the Director alone or with others specifically in connection with and arising directly from the Director's activities under this Agreement for the Company, shall entirely and exclusively belong to the Company. For the avoidance of doubt, this Section 7 does not apply to any Intellectual Property developed by the Director outside of the scope of the Services or in connection with the Director's other professional engagements.
(b)The Director shall, when providing Services relating to Intellectual Property, keep appropriate and sufficient invention records in a form agreed by the Company and inform the Company in writing of any Intellectual Property as soon as he recognizes it as such.
(c)The Director shall perform the Services in a manner which does not infringe any Intellectual Property rights belonging to a third party. In particular, the Director shall not, and hereby warrants and guarantees that he will not (i) disclose to the Company or to the Company's officers, employees, Directors, or cooperation partners, or (ii) use for his activities under this Agreement, any Intellectual Property known to belong to third parties or the Director outside the Director's activities for the Company.
09
Limited Non-Competition
During the term of this Agreement and for two (2) years after the termination of this Agreement, the Director shall be subject to the following non-competition clause:
(e)For the duration of the non-competition clause, without prior resolution of the Board of the Company approving otherwise, whereby the Director agrees to abstain from the vote on such resolution, the Director shall not, directly or indirectly, for his own account or for the account of a third party, as a partner, employee, servant or consultant or in a similar capacity, whether for remuneration or free of charge, whether permanently or occasionally, work for or participate in any company which competes with the Company or one of its affiliates.
(f)The non-competition clause is factually limited to the business area in which the Company and its affiliates are active during the term of this Agreement or, with regard to the post-contractual non-competition clause, at the time of termination of this Agreement. The non-competition clause shall apply geographically to Central and Eastern Europe and to all other territories in which the Company or one of its affiliates is active during the term of this Agreement or, in respect of the post-contractual non-competition clause, at the time of termination of this Agreement.
(g)Notwithstanding the foregoing, the non-competition and non-solicitation obligations under this Section 8 shall not apply to the Director's engagement with respect to the businesses, activities and persons set forth in Annex 1 (Excluded Businesses and Activities) attached hereto. The Director shall disclose any new engagements or board positions to the Board in writing and the Board may, in its reasonable discretion, add such engagements to Annex 1.
(h)In the event the Director breaches the limited non-competition obligation pursuant to this Section 8, a contractual penalty in the amount of CHF 50,000.00 shall be owed by the Director to the Company for any such breach, consistent with Section 18.3(b) of the SHA. The payment of the penalty does not release the Director from complying with the respective obligation. The Company reserves the right to seek judicial enforcement of the Director's obligations. Any continuing breach of this non-competition and non-solicitation clause of one month shall be deemed to be a new violation with a new contractual penalty as consequence.
Breach Penalty
Breach penalty: CHF 50,000.00 per violation. Continuing breach of one month = new violation.
10
Conflict of Interest
(f)The Director shall promptly disclose to the Board any actual or potential conflict of interest arising in connection with his duties as Chairman. Upon such disclosure, the Director shall abstain from participating in any related Board deliberation or vote, unless the Board unanimously resolves otherwise.
(g)The Director acknowledges that any related-party transactions between the Company and the Director or his affiliates shall be conducted at arm's length and in the ordinary course of business, in accordance with Section 10.7 of the SHA.
11
Insurance and Indemnification
(c)The Company shall procure and maintain appropriate directors' and officers' (D&O) liability insurance coverage for the Director for the duration of this Agreement and for a reasonable period thereafter, in accordance with Section 6.8 of the SHA.
(d)The Company shall indemnify and hold harmless the Director from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with the Director's good-faith performance of his duties under this Agreement, except to the extent that such losses, claims, damages, liabilities, costs or expenses arise from the Director's breach of fiduciary duty, gross negligence, criminal conduct, or similar serious misconduct.
(e)The indemnification obligations under this Section 10 shall survive the termination of this Agreement.
12
No Employment Relationship; No Partnership
(d)The Parties do not intend to form any kind of employment relationship by concluding this Agreement. The obligations of the Parties hereunder are contractual in nature and this Agreement shall not be deemed to constitute a simple partnership (einfache Gesellschaft) pursuant to art. 530 et seq. CO.
(e)The Director represents and warrants that the Director is duly registered with all necessary authorities, such as the commercial registry and the competent social security authorities and tax authority.
13
Duration and Termination
(d)This Agreement shall come into effect upon execution by both Parties (the "Commencement Date").
(e)This Agreement immediately and automatically terminates on the day the Director ceases to be a member of the Board of the Company, regardless of the reason for the Director ceasing to be a member of the Board of the Company (resignation, non-re-election, dismissal).
(f)In the event of a breach of fiduciary duty, gross negligence, criminal conduct, or similar serious misconduct committed by the Director, the Director shall be removed and/or not be re-elected as a Director and as Chairman of the Board, in accordance with Section 6.1(d) of the SHA.
13
Miscellaneous
13.1 Entire Agreement
This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof, and shall supersede all prior oral and written agreements or understandings of the Parties relating hereto. For the avoidance of doubt, nothing in this Agreement shall derogate from or supersede the provisions of the SHA; in the event of any conflict between this Agreement and the SHA, the SHA shall prevail.
13.2 Severability
If any provision of this Agreement shall be unenforceable or invalid, such provision shall be ineffective only to the extent of such unenforceability or invalidity and be replaced by such valid and enforceable provision which bona fide parties consider to match as closely as possible the invalid or unenforceable provision, attaining the same or a similar economic effect. The remaining provisions of this Agreement shall under all circumstances continue to be binding and in full force and effect.
13.3 Amendments
This Agreement (including this Section 13.3) may only be amended, supplemented or otherwise modified by a written document executed by or on behalf of each of the Parties. For the purpose of this clause, written document means a physical document signed by hand, or a scan copy thereof, or an electronic document (PDF) signed with a digital signature such as DocuSign.
13.4 Applicable Law and Jurisdiction
This Agreement is subject to Swiss law. The exclusive place of jurisdiction for all disputes arising from or in connection with this Agreement shall be Zurich, Canton of Zurich, Switzerland, consistent with the arbitration provisions set forth in Section 19.2 of the SHA.
Annex 1Excluded Businesses / Activities
—
Annex 1 — Excluded Businesses and Activities
Any engagement with respect to the following businesses shall be excluded from the non-competition and non-solicitation undertakings under this Agreement:
[To be completed by the Director prior to execution. The Director shall list all current board positions, advisory roles, consulting engagements, and material business interests.]
1.
2.
3.
4.
5.
Saved
Any activities with the following persons shall also be excluded from the non-competition and non-solicitation undertakings under this Agreement, consistent with the exclusions set forth in Annex 18.3 of the SHA:
[To be completed by the Director prior to execution.]
1.
2.
3.
4.
5.
Saved
—
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
Michel Combes
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: _______________
Sign Document
By clicking "Apply Signature" you acknowledge that you have read and agree to the terms of this document. This constitutes an electronic signature.
Social Security