This Subscription Agreement (this “Agreement”) sets forth the terms and conditions governing the subscription and purchase of Node operation rights, entered into by and between:

VORAN Ecosystem Pte. Ltd., a company incorporated under the laws of the Republic of Singapore (hereinafter referred to as the “Company” or “VORAN”),

and

The Subscriber (the party subscribing for Node operation rights),

each a “Party” and together the “Parties.”

This document is provided for informational and reference purposes. The binding version shall be furnished to qualified subscribers upon completion of the subscription process.

[ This document contains 12 Articles and 2 Schedules ]

RECITALS

WHEREAS, the Company is developing the VORAN Ecosystem, a decentralized AI compute infrastructure platform that enables distributed computing resource allocation, tokenized node operations, and related services (the “Platform”);

WHEREAS, the Company intends to conduct a private sale of compute node operation rights (each a “Node” and collectively the “Nodes”) to selected qualified investors;

WHEREAS, the Subscriber desires to subscribe for and purchase certain Node operation rights, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

1.1    “Affiliate” means, with respect to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with such person.

1.2    “Buyback Price” has the meaning set forth in Article 8.2.

1.3    “Node” means a unit of compute node operation rights on the VORAN Platform, entitling the holder to participate in decentralized AI compute resource allocation, earn token rewards, and exercise governance rights as described in the VORAN Whitepaper.

1.4    “Node Price” means the per-Node subscription price as set forth in Schedule A hereto.

1.5    “Token” or “VORAN Token” means the native utility token of the VORAN Ecosystem used for staking, rewards, governance, and transaction settlement on the Platform.

1.6    “Whitepaper” means the VORAN Ecosystem technical and business whitepaper, as may be updated from time to time by the Company.

1.7    “Lock-Up Period” means the period commencing on the Effective Date and ending on the date that is twelve (12) months following the Platform mainnet launch.

1.8    “Material Adverse Effect” means any event, circumstance, or condition that has, or could reasonably be expected to have, a material adverse effect on the business, operations, assets, condition, or prospects of the Company or the Platform.

ARTICLE 2 — SUBSCRIPTION AND PURCHASE

2.1    Subscription. Subject to the terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase the number of Nodes specified in Schedule A (the “Subscribed Nodes”) at the Node Price, for a total subscription amount as calculated therein (the “Subscription Amount”).

2.2    Acceptance. The Company reserves the right, in its sole and absolute discretion, to accept or reject this subscription in whole or in part. This subscription shall be deemed accepted only upon the Company’s written confirmation and receipt of the Subscription Amount (the “Effective Date”).

2.3    Use of Proceeds. The Company shall use the proceeds from the Node Private Sale for the development and operation of the VORAN Platform, including but not limited to infrastructure deployment, research and development, marketing, partnerships, working capital, and such other purposes as the Company deems appropriate.

ARTICLE 3 — PAYMENT TERMS

3.1    Payment Method. The Subscriber shall pay the Subscription Amount in USDT (Tether) or USDC (USD Coin) to the Company’s designated wallet address, or by wire transfer in United States Dollars (USD) to the Company’s designated bank account, as specified in Schedule A.

3.2    Payment Deadline. The Subscription Amount shall be paid in full within seven (7) business days of the Company’s acceptance of this subscription. Failure to remit payment within such period shall, at the Company’s sole discretion, render this Agreement void and of no further effect.

3.3    Confirmation. Upon receipt of the Subscription Amount, the Company shall issue a written confirmation to the Subscriber specifying the number of Nodes allocated and the applicable Node credentials or identifiers.

ARTICLE 4 — NODE RIGHTS AND OBLIGATIONS

4.1    Node Operation Rights. Upon payment of the Subscription Amount and acceptance by the Company, the Subscriber shall be entitled to operate the Subscribed Nodes on the Platform and receive VORAN Token rewards in accordance with the reward distribution schedule published by the Company.

4.2    No Ownership Interest. The Subscriber acknowledges and agrees that the subscription for Nodes does not constitute an equity or ownership interest in the Company, nor does it confer any voting rights, dividend rights, or other shareholder rights in the Company.

4.3    Lock-Up. The Subscriber agrees not to sell, transfer, assign, pledge, or otherwise dispose of the Subscribed Nodes or any rights therein during the Lock-Up Period, except with the prior written consent of the Company or as otherwise expressly permitted under this Agreement.

4.4    Technical Requirements. The Subscriber shall be responsible for meeting and maintaining the minimum technical requirements for Node operation as published by the Company from time to time. The Company shall not be liable for any loss of rewards or service interruption resulting from the Subscriber’s failure to meet such requirements.

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER

The Subscriber hereby represents and warrants to the Company as follows:

5.1    The Subscriber is of legal age and has full legal capacity to enter into this Agreement and to perform all obligations hereunder.

5.2    The Subscriber is an “accredited investor”, “sophisticated investor”, or “qualified purchaser” as defined under the applicable laws of the Subscriber’s jurisdiction of residence, or otherwise qualifies to participate in this private sale under applicable law.

5.3    The Subscriber is acquiring the Nodes for the Subscriber’s own account, for investment purposes only, and not with a view to, or for resale in connection with, any distribution thereof in violation of applicable securities laws.

5.4    The Subscriber has conducted independent due diligence regarding the Company, the Platform, and the Nodes, and has such knowledge and experience in financial, business, and technology matters as to be capable of evaluating the merits and risks of this investment.

5.5    The Subscriber acknowledges that the investment in Nodes involves substantial risks, including but not limited to the risk of total loss of the Subscription Amount, and the Subscriber is financially able to bear such risks.

5.6    The Subscriber is not a citizen or resident of, and is not accessing this subscription from, any jurisdiction in which the purchase of Nodes or participation in the Platform would be prohibited or restricted by applicable law (including but not limited to the United States of America and any jurisdiction subject to comprehensive sanctions by OFAC, the European Union, or the United Nations).

5.7    The funds used to pay the Subscription Amount are not derived from, and will not constitute, money laundering, terrorist financing, or any other illegal activity under any applicable law or regulation. The Subscriber has complied with all applicable anti-money laundering and know-your-customer requirements.

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Subscriber as follows:

6.1    The Company is duly organized, validly existing, and in good standing under the laws of the Republic of Singapore, and has full power and authority to enter into and perform this Agreement.

6.2    The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action of the Company.

6.3    The Company shall use commercially reasonable efforts to develop, deploy, and maintain the VORAN Platform in accordance with the roadmap and specifications described in the Whitepaper, subject to reasonable modifications as the Company may determine in its discretion.

ARTICLE 7 — TOKEN DISTRIBUTION AND VESTING

7.1    Token Allocation. Each Subscribed Node shall entitle the Subscriber to receive VORAN Token rewards as generated through the Platform’s staking and compute reward mechanism, subject to the vesting schedule set forth in Schedule B.

7.2    Vesting. The VORAN Tokens earned by the Subscriber shall vest in accordance with Schedule B. Unvested tokens may not be transferred, sold, or pledged. The Company reserves the right to adjust the vesting schedule with thirty (30) days’ prior written notice to the Subscriber, provided that such adjustment shall not reduce the total number of tokens to which the Subscriber is entitled.

7.3    No Guarantee of Value. The Subscriber acknowledges that VORAN Tokens have no guaranteed monetary value, and the Company makes no representations or warranties regarding the future value, liquidity, or tradability of VORAN Tokens on any exchange or marketplace.

ARTICLE 8 — BUYBACK PROVISIONS

8.1    Buyback Commitment. The Company shall repurchase Subscribed Nodes from the Subscriber on or after the date that is six (6) months following the commencement of the Node Private Sale (such date, the “Buyback Commencement Date”), on the terms and in accordance with the procedures set forth in this Article 8 and the buyback program established and administered by the Company from time to time (the “Buyback Program”). For the avoidance of doubt, and notwithstanding anything to the contrary in Article 4.3, the Buyback Commencement Date shall be calculated independently of, and shall not be affected by, the Lock-Up Period applicable to voluntary transfers by the Subscriber. The Company shall administer the Buyback Program in an orderly and commercially reasonable manner, having regard to applicable market, operational, and regulatory considerations.

8.2    Buyback Price. In connection with any buyback effected under this Article 8, the price payable per Node (the “Buyback Price”) shall be equal to the prevailing fair market price of a Node as of the date on which the buyback is confirmed by the Company (the “Valuation Date”). The prevailing fair market price shall be determined by the Company in good faith, acting reasonably, and may take into account such factors as the Company deems relevant, including, without limitation, the then-current trading price of VORAN Tokens on principal trading venues, the volume-weighted average price of VORAN Tokens over a representative reference period (which shall ordinarily be the thirty (30) calendar days immediately preceding the Valuation Date, but may be adjusted by the Company in cases of unusual market dislocation), the residual token reward entitlements attributable to the relevant Subscribed Nodes, the operational status of the Platform, recent secondary transactions in Nodes or comparable instruments (if any), and any other quantitative or qualitative factors customarily considered in the valuation of similar digital infrastructure assets. The Company shall, to the extent reasonably practicable, communicate the basis of its determination to the affected Subscriber together with the buyback notice. Save in the case of manifest error, the Company’s determination of the Buyback Price shall be final and binding on the Parties.

In all cases, the Buyback Price shall be in addition to, and shall not be deemed to include, any VORAN Token rewards already earned, vested, or distributed to the Subscriber as of the Valuation Date, all of which shall remain the property of the Subscriber. Where market data for VORAN Tokens is not reasonably available on the Valuation Date (for example, due to a temporary suspension of trading on principal venues, network downtime, or comparable circumstances), the Company may, in its reasonable discretion, postpone the Valuation Date by such period as is reasonably required for reliable market data to be re-established, or alternatively determine the Buyback Price by reference to the most recent reliable market data available, in each case acting in good faith and with a view to producing a commercially reasonable outcome.

8.3    Subscriber Buyback Request. On or after the Buyback Commencement Date, the Subscriber may submit a written request to the Company in respect of the buyback of Subscribed Nodes (a “Buyback Request”). Each Buyback Request shall specify the Subscribed Nodes to which it relates, the Subscriber’s preferred settlement currency from among those listed in Article 8.4, and such supporting information as the Company may reasonably require, including, where applicable, customary know-your-customer and anti-money-laundering documentation. The Company shall, within sixty (60) calendar days of receipt of a duly completed Buyback Request, confirm to the Subscriber the buyback arrangements applicable to such request, including the Valuation Date and the indicative settlement timeline, in each case determined in accordance with the Buyback Program. The Buyback Price shall then be determined in accordance with Article 8.2 by reference to a Valuation Date falling on, or as near as reasonably practicable to, the date of such confirmation.

8.4    Buyback Payment. The Buyback Price shall be paid in USDT, USDC, or USD (at the Company’s election, having reasonable regard to the Subscriber’s preference where practicable) within thirty (30) calendar days following the date on which the Company confirms the buyback arrangements under this Article 8, or such longer period as may reasonably be required to satisfy any applicable know-your-customer, anti-money-laundering, sanctions screening, banking, or on-chain verification procedures. Payment shall be made to the wallet address or bank account most recently notified by the Subscriber in writing to the Company, and the Subscriber shall be solely responsible for ensuring that such payment instructions are accurate and current. Any taxes, withholdings, exchange fees, network gas fees, or similar transaction costs arising in connection with the buyback shall, unless otherwise required by applicable law, be borne by the Subscriber and may be deducted by the Company from the Buyback Price.

8.5    Effect of Buyback. Upon payment of the Buyback Price, all rights, title, and interest in the repurchased Nodes shall automatically revert to the Company, and the Subscriber shall have no further claims in respect of such Nodes.

8.6    Buyback Program Acknowledgements. The Subscriber acknowledges that the buyback arrangements set forth in this Article 8 are operated as part of the Buyback Program, the detailed operational parameters of which (including, without limitation, queueing, batching, scheduling, sequencing, settlement windows, and similar administrative matters) may be implemented and updated by the Company from time to time with a view to ensuring the orderly and equitable administration of the Buyback Program across the community of Subscribers and consistent with prevailing market and regulatory conditions. The Subscriber further acknowledges that the Buyback Price reflects prevailing market conditions on the Valuation Date and that VORAN Tokens and Nodes are subject to the market risks generally associated with digital infrastructure assets, and that nothing in this Article 8 shall be construed as a guarantee of any particular price, return, or liquidity outcome.

8.7    Notices and Records. Any notice or confirmation given by the Company in connection with a buyback under this Article 8 shall be in writing and shall ordinarily be delivered by email to the address most recently notified by the Subscriber in writing, with a copy posted (where applicable) to the Subscriber’s registered account on the Platform. The Company shall maintain reasonable records of each buyback transaction, including the Valuation Date, the basis of the Buyback Price determination, the relevant Subscribed Nodes, and the settlement details, and shall make such records available to the Subscriber on reasonable written request for a period of not less than three (3) years following the relevant buyback.

8.8    Regulatory and Operational Suspension. Notwithstanding any other provision of this Article 8, the Company may temporarily suspend or defer the processing of buybacks under this Article 8 for such period as is reasonably necessary in response to any applicable law, regulation, governmental order, judicial process, sanctions designation, banking restriction, custodial limitation, smart contract upgrade, network fork, security incident, or other event that, in the Company’s reasonable judgment, would render the buyback impracticable, unlawful, or materially inconsistent with the orderly operation of the Platform. The Company shall use commercially reasonable efforts to notify affected Subscribers of any such suspension and, once the relevant event has been resolved, to promptly resume processing on a reasonable basis.

ARTICLE 9 — TRANSFER RESTRICTIONS

9.1    The Subscriber shall not sell, assign, transfer, pledge, encumber, or otherwise dispose of any Subscribed Nodes or any rights under this Agreement to any third party without the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion.

9.2    Any purported transfer in violation of this Article 9 shall be null, void, and of no effect.

9.3    Notwithstanding the foregoing, the Subscriber may transfer Subscribed Nodes to an Affiliate of the Subscriber, provided that: (a) the Subscriber gives at least fourteen (14) days’ prior written notice to the Company; (b) the transferee executes a joinder agreement in form and substance satisfactory to the Company; and (c) the Subscriber remains jointly and severally liable for all obligations under this Agreement.

ARTICLE 10 — INDEMNIFICATION AND LIMITATION OF LIABILITY

10.1    Indemnification. The Subscriber shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, and Affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) any breach of this Agreement by the Subscriber; (b) any misrepresentation by the Subscriber; or (c) any violation of applicable law by the Subscriber in connection with the subscription, holding, or operation of the Nodes.

10.2    Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE SUBSCRIBER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY. THE COMPANY’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE SUBSCRIPTION AMOUNT ACTUALLY PAID BY THE SUBSCRIBER.

ARTICLE 11 — CONFIDENTIALITY

11.1    The Subscriber agrees to keep confidential all non-public information relating to the Company, the Platform, and the terms of this Agreement, and shall not disclose such information to any third party without the prior written consent of the Company, except as required by applicable law or regulation.

11.2    This confidentiality obligation shall survive the termination or expiration of this Agreement for a period of three (3) years.

ARTICLE 12 — GENERAL PROVISIONS

12.1    Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Singapore, without giving effect to any choice-of-law or conflict-of-law provisions.

12.2    Dispute Resolution. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the SIAC Rules. The seat of arbitration shall be Singapore. The language of arbitration shall be English. The tribunal shall consist of one (1) arbitrator.

12.3    Entire Agreement. This Agreement, including all Schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements of any nature, whether written or oral.

12.4    Amendments. No amendment or modification of this Agreement shall be effective unless in writing and agreed to by both Parties.

12.5    Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

12.6    Waiver. No failure or delay by either Party in exercising any right or remedy under this Agreement shall constitute a waiver thereof.

12.7    Notices. All notices under this Agreement shall be in writing and shall be deemed delivered when sent by email to the addresses specified in Schedule A, with confirmation of receipt.

12.8    Force Majeure. Neither Party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, government actions, regulatory changes, network failures, cyberattacks, or blockchain protocol failures.

— END OF TERMS —

This document is provided for informational and reference purposes only and does not constitute a binding offer or solicitation. Qualified subscribers will receive the binding subscription agreement upon approval of their participation in the VORAN Node Private Sale.