Investor outreach and advisory board participation agreement

Introduction

This Agreement, hereunder between the licensee (hereinafter mentioned as Customer, Licensee, you, your) and PayBitoPro (hereinafter referred to as "we", "us", "our", "ours"), which is the owner and operator of an online platform for the provision of brokerage services in cryptocurrencies, constitutes the entire agreement between the parties relating to the supply of Software licenses, online Services, and Maintenance Services by us and shall prevail over any representations whether written or oral by us not contained herein.

This Agreement commences upon its execution by both parties, continues until terminated in accordance with the terms of this Agreement and may not be varied unless such variation is in writing and is signed by authorized representatives of both parties.

§ 1 Subject of the Contract

1. The M&A Advisory will identify potential investors for the Client, introduce them to the Client, and organize contact between the potential investor and the Client in cases of investor's interest.
2. Upon conclusion of a contract, the M&A Advisory will receive a success fee from the Client.

§ 2 Services of the M&A Advisory

In connection with the mandate, the M&A Advisory will provide the following services:

• Optimization of teaser document
• Outreach and making contact with potential investors
• Associating the name of the Managing Director, Raj Chowdhury for 12 months
• One or more members of Raj Chowdhury's office shall provide advice and support to the Company's leadership when they face unfamiliar challenges.
• One or more members of Raj Chowdhury's office shall help fill in knowledge gaps by bringing their expertise to the Company.
• One or more members of Raj Chowdhury's office shall assist the Company's management to help break into new markets or geographies.

§ 3 Success Fee

1. Upon the successful raising of capital by the Client from one or more investors, the M&A Advisory will receive a success fee of 2% based on the transaction value of the funds invested by the investor introduced by M&A Advisory.
2. The success fee is only applicable on the funds invested by the investors introduced by the M&A Advisory.
3. The success fee is only applicable for the first investment made by the investors introduced by the M&A Advisory. Any subsequent investment made by the same investors in the company would not incur a success fee.
4. This success fee overrides any other success fee discussed by the Company with the M&A Advisory verbally or on another agreement signed prior to this.
5. Transaction value refers to the total monetary consideration committed by the investor(s) to the Client and associated legal entities, encompassing all tranches and financing rounds during the term of the agreement. This includes for example:

• Equity: Monetary value of shares acquired at the agreed-upon valuation.
• Debt Instruments: Any form of debt, including mezzanine and traditional loans.
• Convertible Instruments: Debt that can be converted into equity shares under predefined terms.
• Contingent Commitments: Financial provisions that might be released upon the achievement of specified milestones or conditions by the Client and associated legal entities.

§ 4 Expenses

Expenses necessary to implement this agreement, such as travel and hotel costs, will only be invoiced to the Client after prior coordination and must be reimbursed separately by the Client. Expenses require prior written approval by the Client.

§ 5 Retainer

The Client commits to paying the M&A Advisory a monthly retainer service fee of US$3,500 (three thousand five hundred US dollars) for a period of three (3) months. This fee is due regardless of the provision of further services or the conclusion of a contract with an investor. This fee will be billed at the beginning of each month and is due 5 business days after billing.

§ 6 Tax Considerations of Billings

All billings will be done "net of taxes", thereby transferring the tax liability to the Client and not to the M&A advisory.

§ 7 Currency and Exchange Rates

All payments pertaining to this agreement shall be made in US dollars. Any required conversion of currency shall be based on the prevailing exchange rate at the time of the transaction.

§ 8 Rights and Obligations of the M&A Advisory

1. The M&A Advisory is not responsible for the accuracy of the information provided by the Client or a third party.
2. The M&A Advisory does not receive or forward any payments of investors. Any investments or funds are to be paid directly to the Client.
3. The M&A Advisory commits to treating all information received from the Client regarding this contract or potential buyers strictly confidentially.

§ 9 Rights and Obligations of the Client

1. The Client commits to informing the M&A Advisory about all circumstances affecting the execution of the services.
2. The Client commits to notifying the M&A Advisory of the conclusion of a contract with an investor and to send the M&A Advisory a complete copy of the contract within five bank working days after signing the contract with the investor.

§ 10 Force Majeure

In the event that the M&A Advisory is unable to fulfill its obligations under this agreement due to unforeseeable events beyond its control, the M&A Advisory will not be deemed in breach of this agreement.

§ 11 Indemnification

If the Client engages in fundraising with potential buyers or investors introduced by the M&A Advisory, the success fee will be applicable, regardless of prior notification.

§ 12 Exclusivity

The Client hereby grants the M&A Advisory the exclusive right to act as its sole financial advisor for the purpose of the capital raise during the term of this agreement. The Client shall not, directly or indirectly, engage any other individual or entity for the same purpose without the prior written consent of the M&A Advisory.

§ 13 Start, Duration and Termination

1. Start date: The contract period commences at the date of the last signature of this contract.
2. Duration: This contract ends automatically after 90 days from the commencement date. An extension of this contract should be indicated by the Client at least one month before the contract expires.
3. Upon termination of this agreement, the M&A Advisory retains the right to the payment of the success fee if an investor approached by the M&A Advisory and introduced to the Client signs a contract within 24 months after the termination of this agreement.

§ 14 Data Protection

The Client agrees that the M&A Advisory collects, processes, and uses data and transmits it to potential investors to the extent necessary and permitted under this contract. Neither the scope nor the specific details of this agreement may be disclosed to third parties, such as potential investors or buyers.

§ 15 Notices

All official notices under this agreement shall be delivered via email to the addresses provided by both parties.

§ 16 Regulatory, Financial, Tax, Legal Services

The M&A Advisory does not provide legal, regulatory, tax, or financial advice under this contract. The Client shall be solely responsible for obtaining any and all necessary legal, regulatory, tax, or financial investment advice.

§ 17 Final Provisions

1. Dubai, UAE is hereby agreed as the place of performance for the mutual obligations from this contract and as the place of jurisdiction for any disputes arising from this contract.
2. If a provision of this contract is or becomes invalid or unenforceable, the remaining provisions of this contract will not be affected.