Terms and Conditions for the Toqenize Convertible Note Fundraiser 1. Introduction This section outlines the terms and conditions under which Toqenize SAS ("the Company") offers investment opportunities through a Simple Agreement for Future Equity (Convertible Note) as part of its fundraising initiative. By participating in this fundraiser, you ("the Investor") agree to the terms outlined below. 2. Investment Structure The Convertible Note agreement represents a financial contribution in exchange for the right to receive equity in the Company under specified future conditions. The Convertible Note is not a loan or debt instrument and does not accrue interest. 3. Contribution Tiers Investors may contribute under the following tiers: • Seed: €2,500 • Sprout: €5,000 • Stem: €10,000 • Branch: €20,000 • Tree: €50,000 4. Valuation Cap and Discount • Valuation Cap: €2,500,000 • Discount Rate: 15% These terms determine the Investor’s future equity in the event of a triggering event such as a priced equity financing round or an acquisition. 5. Trigger Events The Convertible Note will convert into equity upon the occurrence of one of the following events: • Equity Financing: The Company raises capital in a priced equity round. • Liquidity Event: The Company undergoes a merger, acquisition, or sale of substantially all its assets. • Dissolution Event: In the event of dissolution, the Investor is entitled to repayment subordinate to all creditors but senior to common equity holders. 6. Convertible Notes In cases where the Company issues Convertible Notes instead of Convertible Note agreements, the following additional terms shall apply: • Interest Rate: 5% per annum. • Maturity Period: 2 years. 7. No Voting Rights The Convertible Note does not confer any voting rights, board representation, or other decision-making authority to the Investor. 8. Risk Acknowledgment The Investor acknowledges and accepts the inherent risks associated with early-stage investments, including but not limited to: • Loss of the full investment amount. • Illiquidity of the Convertible Note agreement until a triggering event. • Uncertainty regarding the Company’s valuation and future equity structure. 9. Transferability The Convertible Note agreement is non-transferable without the Company’s prior written consent. 10. Confidentiality Investors agree to keep all information regarding the Convertible Note fundraiser and the Company’s business operations confidential. 11. Governing Law This agreement shall be governed by and construed in accordance with the laws of France. 12. Amendments The Company reserves the right to amend these terms and conditions, provided that any changes will be communicated to Investors in writing. 13. Acceptance By contributing to the Convertible Note fundraiser, the Investor acknowledges that they have read, understood, and agreed to these terms and conditions. For any questions or further details, please write to contact@toqenize.com.