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, the People’s Republic of China, 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 Right. The Company shall, at its sole discretion, have the right but not the obligation to repurchase all or any portion of the Subscribed Nodes from the Subscriber at any time following the expiration of the Lock-Up Period (the “Buyback Right”). The proportion of Nodes to be repurchased in any buyback exercise shall be determined by the Company in its sole and absolute discretion.

8.2    Buyback Price. In the event the Company exercises its Buyback Right, the price payable per Node (the “Buyback Price”) shall be calculated as follows:

(a)    If the buyback is exercised within twelve (12) months following the expiration of the Lock-Up Period: the Buyback Price shall be one hundred percent (100%) of the original Node Price paid by the Subscriber;

(b)    If the buyback is exercised between twelve (12) and twenty-four (24) months following the expiration of the Lock-Up Period: the Buyback Price shall be one hundred and ten percent (110%) of the original Node Price;

(c)    If the buyback is exercised after twenty-four (24) months following the expiration of the Lock-Up Period: the Buyback Price shall be one hundred and twenty percent (120%) of the original Node Price;

(d)    In all cases, the Buyback Price shall be in addition to any VORAN Token rewards already earned and distributed to the Subscriber as of the date of the buyback, which shall remain the property of the Subscriber.

8.3    Subscriber Buyback Request. Following the expiration of the Lock-Up Period, the Subscriber may submit a written request to the Company to repurchase any or all of the Subscribed Nodes (a “Buyback Request”). The Company shall have sixty (60) calendar days to respond to such request. The Company may, in its sole discretion, accept or decline the Buyback Request in whole or in part. If the Company accepts the Buyback Request, the Buyback Price shall be determined in accordance with Article 8.2.

8.4    Buyback Payment. The Buyback Price shall be paid in USDT, USDC, or USD (at the Company’s election) within thirty (30) calendar days following the date on which the Company confirms exercise of the Buyback Right or acceptance of the Buyback Request.

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    No Guarantee. The Subscriber acknowledges that the Buyback Right is discretionary and that the Company is under no obligation to exercise any buyback or to accept any Buyback Request. The Subscriber shall not rely on the Buyback Right as a guaranteed exit mechanism.

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.