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Confidential
Non-Binding Term Sheet · March 2026

Strategic Solar Power
Partnership Agreement

CompanyALT Infrastructure SA
SubsidiaryUniversal Energy Sp. z o.o.
PartnersBudzyniak / Burdziełowski
JurisdictionSwiss Law
ArchitectureNVIDIA Vera Rubin NVL72
5.0%
Total Equity (3% + 2%)
$800M
Pre-Money Valuation
$40M
Implied Day-1 Value
01

Recitals

ALT Infrastructure SA develops and operates GPU data center infrastructure purpose-built for NVIDIA Vera Rubin NVL72 architecture. Piotr Budzyniak and Jacek Burdziełowski, through their solar energy operations and farmer cooperative network, control access to renewable energy assets and development pipeline across Poland. This Agreement establishes a strategic solar power partnership whereby Universal Energy Sp. z o.o. — a 100% subsidiary of the Company — will acquire, develop, and operate solar assets to supply long-term power to ALT Infrastructure AI Factories via PPAs. The Partners accede to the SHA as Other Shareholders per SHA Section 16.
02

Equity Allocation

Piotr Budzyniak3.0% FDBAdvisory Board, ALT Infrastructure SA
Jacek Burdziełowski2.0% FDBDirector, Universal Energy Sp. z o.o.
Total Equity5.0% 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 solar asset pipeline, farmer network, exclusivity, and services
Lock-Up4 YearsPer SHA §14.1(b). Violation = Triggering Event.
Anti-DilutionWeighted AveragePer SHA §11.3 and Annex 11.3.4
03

Value Contribution Framework

In consideration for the 5% equity grant (valued at $40M at current Seed valuation), the Strategic Partners shall deliver value through three contribution buckets anchored to renewable power supply for ALT Infrastructure AI Factories:
Bucket 1
Solar Asset Pipeline
$12M – $18M
Roll-up of existing solar assets in Poland at pre-negotiated acquisition terms, providing immediate renewable capacity for AI Factory off-take agreements.
Target Portfolio50–100 MW existing solar capacity
Acquisition Discount15–25% below market via proprietary relationships
Off-take ValueLong-term PPAs with ALT Infrastructure AI Factories
Example: 80 MW$12M–$16M value contribution via acquisition savings
Bucket 2
Farmer Cooperative Network
$10M – $14M
Exclusive access to greenfield solar development sites through established farmer cooperative relationships across Poland, enabling rapid pipeline expansion without competitive bidding.
NetworkEstablished relationships with agricultural cooperatives
Pipeline100–200 MW greenfield development capacity
Land AccessPre-negotiated lease terms, bypassing competitive auction
PermittingExisting municipal relationships accelerate MPZP/permitting
Bucket 3
Strategic & Operational
$6M – $8M
Ongoing operational value through solar asset management, regulatory expertise, and local market intelligence, representing approximately 1% of equity value.
Value Contribution Summary
Bucket 1 — Solar Pipeline
$12M – $18M
Bucket 2 — Farmer Network
$10M – $14M
Bucket 3 — Strategic
$6M – $8M
Total Target Contribution$28M – $40M
04

Governance Rights at 5%

RightStatusDetail
Board SeatNoBelow 10% threshold (SHA §6.1(a))
Board ObserverYesNon-voting. Piotr designated as observer. Subject to recusal on energy transactions.
Information RightsLimitedNo standard info rights. Supplemental: notice of PPA execution, annual energy pipeline update.
VotingStandardOne vote per Common Share at General Meeting.
Veto / BlockingNoneAll Important Shareholder Matters require supermajorities Partners 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.
05

Right of First Refusal on Solar Assets

The Partners grant the Company an exclusive right of first refusal on any solar, renewable energy, or power generation asset in their current or future portfolio — held personally, through any entity, or any Affiliate — that they propose to sell, lease, option, or otherwise dispose of for energy generation or infrastructure purpose.
1
Notification
Written notice of proposed disposal: acquirer identity, price, material terms, asset specs (MW, grid connection, PPA status).
2
Exercise Period
60 calendar days to elect to purchase on same terms or propose alternative per §4.3 pricing.
3
Matching Right
If Company does not exercise, Partners may proceed within 120 days on terms no more favorable to acquirer.
4
Re-Offer
If transaction doesn't close in 120 days or terms change materially, ROFR resets.
Pre-Negotiated Pricing
Price BasisFMV AppraisalIndependent appraised fair market value (biegły rewident, mutually agreed)
Discount[15]% to FMVBracket for negotiation
FloorCost + 10% IRRAcquisition cost + improvements + 10% annualized return
PaymentCash at CloseSPV debt (6–8% secured) at Partners' consent. Company bears transaction costs.
Priority Site
Stargard
Parties shall jointly commission an Enea KOS grid study within 30 days of SHA execution. KOS confirmation of ≥100 MW is a condition of the ROFR's application to this site. If KOS fails, this site is excluded but all other terms remain in force. Stargard serves as the anchor renewable supply for the 140 MW AI Factory.
Capacity140 MW
Grid OperatorEnea
GPU Deployment36,864
Off-takeLong-term PPA
06

Exclusivity & Non-Compete

Restricted Activities
For SHA term + 2 years post-termination, the Partners shall not directly or indirectly:
  • (a)Sell, lease, or option any solar or renewable energy asset to any third party without first complying with the ROFR process
  • (b)Provide solar development, O&M, or energy brokerage services to any Person for DC/HPC/AI or renewable infrastructure, other than the Company
  • (c)Acquire equity, advisory, or consulting interest in any DC/HPC/AI or renewable energy competitor within the EEA
  • (d)Use Confidential Information for any third party's benefit
Carve-Outs
  • (a)Existing agricultural operations and non-energy commercial activities
  • (b)Solar asset sales to parties providing written representation of non-DC/HPC/AI end-use
  • (c)Passive public equity investments (<1% of outstanding shares)
  • (d)Engagements in businesses excluded under SHA Annex 18.3
Breach Consequences
Material breach constitutes a Triggering Event under SHA §14.5.1(d), activating the Purchase Option. Bad Leaver pricing applies: lower of cost or 70% FMV. Contractual penalty: CHF 50,000 per violation. Partners consent to injunctive relief (Swiss courts for share matters; Polish courts for interim energy asset orders).
07

Roles & Service Obligations

The Partners engage in defined roles. Jacek serves as Director of Universal Energy Sp. z o.o., reporting to the HoldCo Board. Piotr serves on the Advisory Board of ALT Infrastructure SA. 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 solar/renewable asset disposal per the ROFR process.
Solar Pipeline Development
Commercially reasonable efforts to identify, diligence, and acquire solar assets. First-look to Company before own capital commitment.
Farmer Network Maintenance
Maintain and expand farmer cooperative relationships for greenfield development. Respond to inquiries within 15 business days.
Investor Support
Site visits, DD calls, data room support. Up to 10 hours per quarter on 10 business days' notice.
Quarterly Reporting
Portfolio update: assets held, MW status, PPA progress, grid connection status, new pipeline opportunities.
08

Universal Energy Structure

EntityUniversal Energy Sp. z o.o.Polish limited liability company
Ownership100% HoldCoWholly owned subsidiary of ALT Infrastructure SA
PurposeSolar Acquisition & O&MRoll-up, greenfield development, operations & maintenance
CapitalizationFunded by HoldCoAll acquisitions require HoldCo Board approval. Budget approved annually.
Off-takeAI Factory PPAsLong-term power purchase agreements with ALT Infrastructure data centers
Reserved MattersHoldCo ApprovalCapital raises, M&A, contracts >$1M require Board consent
09

Transfer Restrictions

All governed by SHA Section 14. No new terms — SHA machinery applies in full.
Lock-Up4 YearsNo Transfers except Permitted Transfers
Permitted TransfersHoldCo / TrustTo Partners' wholly-owned holding companies or family trusts, subject to Declaration of Accession
ROFR on SharesFounders First30-day exercise period
Drag-Along>60⅔%Founders control ~89%. Can compel sale.
Purchase OptionTriggering EventsMaterial breach, insolvency, criminal act. Bad Leaver: lower of cost or 70% FMV.
IPO Lock-Up180 DaysPost-IPO per SHA §13.2
10

Conditions Precedent

1
Execution of the SHA by all Founders and the Company
2
Partners' execution of Declaration of Accession (SHA Annex 16) as Other Shareholders
3
Satisfactory due diligence on solar asset portfolio and Partners
4
Incorporation and capitalization of Universal Energy Sp. z o.o.
5
Completion of ALT Infrastructure SA corporate restructuring via Baker McKenzie
11

General Provisions

Governing LawSwiss LawExcluding CISG (SHA §19.1)
ArbitrationZurichSwiss Rules, Swiss Arbitration Centre. Three arbitrators. English.
Term10 YearsCo-terminus with SHA. Renewable 5-year periods.
Non-Compete PenaltyCHF 50,000Per violation. Without prejudice to Purchase Option and injunctive relief.
Amendments≥75% + BoardWritten instrument, all Parties or supermajority with Board approval
CostsOwn CostsCompany bears KOS, appraisals, and transaction costs
—

Acknowledged & Agreed

Non-binding except Sections 6 (Exclusivity) and 8 (Confidentiality), which bind upon execution. All provisions become binding upon Declaration of Accession to the SHA.
For ALT Infrastructure SA
Jan Sędek
Founder 1 / Director
Date: _______________
For ALT Infrastructure SA
Hunter Lee Soik
Enso Group Ltd. · Founder 3 / Executive Board Member
Date: _______________
Other Shareholder
Piotr Budzyniak
Advisory Board, ALT Infrastructure SA
Date: _______________
Other Shareholder
Jacek Burdziełowski
Director, Universal Energy Sp. z o.o.
Date: _______________