INFORMATION MEMORANDUM & CO-INVESTMENT AGREEMENT

VERSION 2.3.3

Risk Disclaimer is a relatively new asset class. High risk is associated with Cryptocurrency Trading. Cryptocurrency Trading is generally unregulated, highly volatile, and may result in losses. Co-Investor acknowledges the Risk Disclaimer provided in this document by Financely.

2% Rule Since digital asset trading is high risk, Co-Investors should be aware of the 2% rule in order to stay within specified risk management parameters. The capital at risk (CaR) must factor in any bank transfer, or credit card costs when purchasing crypto, network fees for buying, selling and transferring digital assets in order to determine the maximum permissible amount of capital at risk.

The 2% rule is a restriction that some Investors impose on trading activities. For example, an Investor who uses the 2% rule and has a 100,000 USDC trading account, risks no more than 2,000 USDC- or 2% of the value of the account- on a particular investment.

Risk Capital Risk capital refers to funds allocated to speculative activity and used for high-risk, high-reward investments. Any money or assets that are exposed to a possible loss in value is considered risk capital, but the term is often reserved for those funds earmarked for highly speculative investments. Diversification is key for successful investment of risk capital, as the prospects of each investment tends to be uncertain by nature although the returns can be far above average when an investment succeeds. Moreover, an investor needs to ensure that only a portion of total capital is considered risk capital.

Risk capital is typically used for speculative investments in penny stocks, angel investing, private lending, futures and options trading, private equity, day trading and swing trading of crypto currencies, stocks and commodities. Many of these markets indirectly influence who can put risk capital in them. Classifications like sophisticated investor and accredited investor are used to limit the highest risk, highest reward investments to investors with a certain threshold of net worth and income. The idea is that these individuals were able to amass wealth by understanding their risks and mitigating them intelligently, so they are given access to markets with complex engineered financial instruments commonly used by institutional investors.

Risk Disclosure Statement

❏ The Client acknowledges and confirms that they understand that the prices of the asset in Portfolio fluctuate, sometimes dramatically. The price of a Portfolio may move up or down and may become valueless. It is as likely that loss will be incurred rather than profit made as a result of buying and selling the Portfolio.

Introduction

Cryptocurrency A cryptocurrency is a digital or that is secured by cryptography which makes it nearly impossible to counterfeit or double spend. Most are decentralized networks based on technology, which keeps an online of all transactions ever been conducted, thus

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VERSION 2.3.3 providing a data structure for this ledger that is secure and is shared and agreed upon by the entire network of an individual node, or a computer maintains a copy of the ledger. Cryptocurrencies are generally not issued by any central authority, therefore immune to government interference and manipulation. Investors see potential advantages in cryptocurrencies, like the preservation of value against inflation and facilitating exchange while simultaneously being easier to transport and divide than real life assets under the regulations and requirements of central banks and governments.

Altcoins Altcoins are cryptocurrencies other than . They share characteristics with Bitcoin but are also different from them in other ways. For example, some altcoins use a different consensus mechanism to produce blocks or validate transactions. Or, they distinguish themselves from Bitcoin by providing new or additional capabilities, such as smart contracts or low-price volatility.

Best Performing Altcoins in a 90 Day Bull Cycle

Coin Price Increase in 90 days %

1. SHIBA INU +258,879%

2. hoge.finance +105,815.4%

3. Jupiter +4,659.2%

4. Kirobo +4,455.5%

5. Non-Fungible Yearn +3,777.6%

Source: CoinMarketcap

Best Performing Altcoins in a 365 Day Bull Cycle

Coin Price Increase in 365 days %

1. Unisocks Edition 0 +74,898.79%

2. Dev +26,241.20%

3. CelerToken +20,939.93%

4. HuntToken +14,896.47%

5. Fantom Token +12,726.72%

Source: CoinMarketcap

USE OF PROCEEDS Our funds will deploy capital in small-cap crypto assets that we believe to have a long term growth potential, within a 6 to 36 month cycle.

Financely Group [email protected] | www.fnancely-group.com INFORMATION MEMORANDUM & CO-INVESTMENT AGREEMENT

VERSION 2.3.3 We may convert the directly into those digital assets through both centralized and decentralized exchanges.

DEFAULT CURRENCY The default currency for incoming and outgoing payments is USDC. Digital dollars work like other digital content — they move at the speed of the internet, can be exchanged in the same way we share content, and are cheaper and more secure than existing payment systems.

USDC is issued by regulated financial institutions, backed by fully reserved assets, redeemable on a 1:1 basis for US dollars, and governed by Centre, a membership-based consortium that sets technical, policy and financial standards for stablecoins.

However, Investors can utilize bank wire transfers or other stablecoins to participate.

TRANSPARENCY & REPORTING We will send monthly reports every first Friday of the month to our Co-Investors.

Every quarter, an audited balance sheet is shared with Co-Investors.

STRATEGY We allocate 20% of our capital to the highest risk projects that end up generating most of the revenue upon exit. Usually those projects would have a market cap below 5,000,000 USDT.

The remaining 80% is allocated towards digital assets with a market cap above 500,000,000 USDT.

HEDGING As a hedging mechanism, we sometimes borrow stablecoins from decentralized liquidity pools against our fund’s digital assets. Those stablecoins are then used to purchase high market cap digital assets such as bitcoin or during a bull cycle. We may trade those digital assets with up to 5X leverage. This enables profit maximization, and a steady portfolio growth, uncorrelated with Venture Capital Investments.

LIMITED LIABILITY OF INVESTORS The liability of the Co-Investor shall be limited to its Capital Contribution as and when payable under the provisions of this Agreement. No Investor Member shall have any other liability to contribute money to, or in respect of the liabilities or obligations of, the Company except as provided in the Act, nor shall any Investor Member be personally liable for any obligations of the Company, including, but not limited to, any obligations, financial or otherwise, of the Company under the Project Documents. No Investor Member shall be obligated to make loans to the Company.

DIVERSIFICATION We do not invest over 5% of our liquidity in a single position. However, we may decide to keep a position open if its market cap grows and subsequently represents more than 5% of our total AUM.

INVESTMENT PROCEDURE

Financely Group [email protected] | www.fnancely-group.com INFORMATION MEMORANDUM & CO-INVESTMENT AGREEMENT

VERSION 2.3.3 1. Review and signature of the Information Memorandum and Co-Investment Agreement. 2. Deposit funds in USDC, to Financely’s Wallet.

Investors who don’t have crypto, can order USDC for their placement directly through our OTC-desk, subject to KYC approval. Currency exchange and network fees apply.

Link to our OTC-desk: https://www.financely-group.com/otc-trading

DISBURSEMENT PROCEDURE At the end of the investment cycle in a particular venture, Financely will sell the totality of the Co-Investor’s positions or exercise the right of first refusal and purchase the Co-Investor’s stake.

Investment returns shall be paid to the Co-Investor in USDC, bitcoin or Ethereum equivalent.

Investment returns due to the Co-Investor are determined in proportion to the Co-Investor’s Capital Contribution.

Exit Simulation

A. Initial Pool Size: 250,000 USDC

25% — Co-Investor’s Participation: 50,000 USDC

75% — Financely & Other Investors: 200,000 USDC

B. Exit Pool Size: 1,500,000 USDC

25% — Co-Investor’s Share: 375,000 USDC

75% — Financely & Other Investors Share: 1,125,000 USDC

EXTENSION OF LOCK UP PERIOD Financely reserves the right to suggest the extension of a lock up period to Co-Investors within 45 days of the initial disbursement date for approval or refusal by the Co-Investors. Each redemption request is treated individually. Co-Investors only dispose of voting rights over the funds they invested with Financely.

EVENT OF LIQUIDATION In the event the fund incurs losses by the end of the lock up period, Financely will proceed with the sale of all of a fund's assets and the distribution of the proceeds to the fund Co-Investors. Disbursements are made in proportion with the Co-Investors’ participation in the fund.

PAYMENT OF TAX Our funds are decentralized organizations, and in principle do not pay capital gains tax on crypto currency investments. In the event a special purpose entity is incorporated for the sole purpose of handling fiat payments, such an entity will be structured as a tax-optimized vehicle.

Financely Group [email protected] | www.fnancely-group.com INFORMATION MEMORANDUM & CO-INVESTMENT AGREEMENT

VERSION 2.3.3 The vehicle will be located in jurisdictions that don’t impose taxes on crypto currency gains, hereby minimizing or completely eliminating capital gains tax.

To the extent Financely is required by Applicable Law to deduct and withhold taxes on any payment to Co-Investors, Financely shall pay the amounts of such taxes to the proper Governmental Authority in a timely manner and promptly transmit to the Co-Investors an official tax certificate or other evidence of such withholding sufficient to enable Co-Investors to claim such payment of taxes, if required.

OFFERING TERMS

Fund Altoin Long Term Exposure Fund VI (High Risk)

Parallel vehicles controlled by the Fund Manager may be formed to co-invest with the Fund on substantially the same terms.

Other investment vehicles may be also established in order to meet the specific needs of investors and/or to address specific tax, legal, regulatory or similar considerations.

Fund Manager Financely Group

Maximum Size The aggregate Commitments to the Fund and any parallel vehicles shall not exceed 250,000,000 USDT.

Fund Manager’s Commitment The Fund Manager and its Affiliates shall make and maintain an aggregate Commitment by subscribing for an Interest equal to at least 6.5% of the aggregate Commitments of the Co-Investors.

Initial Closing Date The initial closing will occur on the date determined by the Fund Manager when the aggregate Commitments equal or exceed 250,000,000 USDT.

Final Closing Date The Fund shall cease accepting Commitments on the date that is 24 months from the Initial Closing Date.

Subsequent Closings Additional closings may occur at the discretion of the Fund Manager.

Investors admitted after the Initial Closing Date will be treated as if they had invested in the Fund at the Initial Closing Date.

Commitment Period The period from the Initial Closing Date to the 5th anniversary of the Initial Closing Date and subject to a one-year extension by the Fund Manager with the prior consent of the Advisory Committee.

The Commitment Period may be terminated earlier if all Commitments have been drawn down and invested or used to create Reserves or for the

Financely Group [email protected] | www.fnancely-group.com INFORMATION MEMORANDUM & CO-INVESTMENT AGREEMENT

VERSION 2.3.3 follow-on investments, or by a notice approved by 90% in Interest.

Investment Policy The objective of the Fund is to provide attractive, long-term investment return by investing in a diversified portfolio of crypto assets.

Investment Restrictions The Fund shall only make investments if they are consistent with the Investment Policy.

Preferred Return Such amount as is equal to an annual rate of return of 15% compounded annually and calculated daily on the Capital Contribution made a Co-Investor, calculated from the date of receipt of such Capital Contribution by the Fund and accrual of the Preferred Return until the date of distribution or deemed distribution to such Co-Investor. The Co-Investor is also entitled to 50% of the profits generated by the fund in the event the portfolio value appreciates.

Bridge Investments in Liquidity Pools The Fund may borrow amounts, and incur indebtedness except on a short-term basis for periods of less than 12 months to finance investments pending receipt by the Fund of drawdowns.

The aggregate liability of the Fund with respect to all borrowing, guarantees and indebtedness shall not exceed the lesser of 60% of the total Commitments and the aggregate amount of Remaining Commitments.

Subject to the foregoing, the Fund Manager or the Fund Manager may establish a credit facility for the Fund with one or more financial institutions, pursuant to which the Fund’s obligations are secured by a pledge or other grant of a security interest and the assignment by the Fund Manager to the relevant lender of the rights of the Fund Manager.

Accepted Currencies The currencies of the Fund will be USDT, USDC, , TUSD stablecoins.

Distributions in Kind Disbursements to Co-Investors can be made in stablecoins to the Co-Investor’s Wallet or with fiat currency transfers to the Co-Investor’s bank account.

Expected Annual Yield 15% per year over the lifetime of the investment.

Investment Term 36 Months

Rebalance Frequency Daily

Minimum Investment (in USDT, USDC, DAI or TUSD) 50,000

Fiat Conversion Service Available? Yes

Conversion Fees 2.85%

Investor Qualifications Investors with risk capital exceeding 50,000 USDC

Financely Group [email protected] | www.fnancely-group.com INFORMATION MEMORANDUM & CO-INVESTMENT AGREEMENT

VERSION 2.3.3 Co-Investment Agreement

This Joint Venture Agreement (the “Agreement”) is made and entered into on this ______(the “Effective Date”), by and between Financely Group, also referred to as ‘’Financely’’, and ______.

RECITALS

A. ______agrees to enter a service agreement with Financely Group, for the purpose of hedging against currency depreciation risk and earning annual yield on collateralized deposits. ______is willing and able to provide to Financely Group the Stablecoin deposit in consideration of the annual yield to be paid by Financely Group paid hereunder.

B. Financely Group will use Stablecoins provided by ______as a capital to invest in early stage crypto currency ventures, and remunerate the Co-Investor with generated profits.

AGREEMENTS The parties hereby agree as follows:

Investment Within 5 international banking days from the Effective Date, ______shall remit to Financely Group a payment of USDC ______(the “Investment”) to Financely’s USDC Wallet ID: 0x32367Fa6F293dcDFecD70f30EbcB356dC2D3Ef32.

If the Co-Investor does not have Stablecoins, they can place an order on www.financely-group.com/otc-trading. Financely will exchange the fiat currency for Stablecoins to invest.

The minimum purchase amount is 10,000 USDC. A 3.00% charge is applicable.

The transfer costs are the responsibility of the Co-Investor. The exchange rate between fiat currency and USDC are that of at the time of the exchange, including the applicable charges.

Use of funds Our funds will deploy capital in small-cap crypto assets that we believe to have a long term growth potential, within a 6 to 36 month cycle.

We may convert the stablecoins directly into those digital assets through both centralized and decentralized exchanges.

Custody The Stablecoins will be held in custody at all times with Coinbase Wallet or Trust Wallet.

Amounts larger than 1,000,000 USDC will be held with Coinbase Custody, BitGo or Prime Trust.

Financely Group [email protected] | www.fnancely-group.com INFORMATION MEMORANDUM & CO-INVESTMENT AGREEMENT

VERSION 2.3.3 Deposit protection Financely only utilizes multi-signature wallets, and pre-authorized IP addresses to carry out its trades for an additional layer of security. We also have Theft Insurance for all crypto assets held in our hot wallets.

Lock-up period Disbursements are made automatically at the end of the investment term.

There is a mandatory 12 month lock-up period representing 1/3rd of the investment term.

The Co-Investor can withdraw funds at anytime after the lock-up period by writing a formal withdrawal notice to Financely Group. The withdrawal process can take up to 5 days, since trades have to settle and the asset manager´s account must be rebalanced.

Investment yield In return for the provided liquidity, Financely Group will agree to pay the Co-Investor an expected 15% per annum yield if the funds are held with Financely Group for a period of 36 consecutive months. Funds held with Financely Group for less than 36 months may not be entitled to a yield payment.

Although Financely's strategy is risk-averse, it has been developed based on a 36-month investment term, to facilitate our Venture Capital approach. Compounded returns on early-stage projects are usually collected at the end of the project’s growth phase, which often requires between 6 and 36 months.

It is therefore possible for the value of the Co-Investor's portfolio to fall before the end of the lock-up period, and therefore if the Co-Investor wishes to withdraw his investment, he must accept the positive or negative fluctuations before the end of the lock-up period.

Dividends and Airdrops paid to the fund are automatically allocated to the Co-Investor, in proportion with their participation in the fund. Dividends will be transferred in USDC to the Co-Investor’s portfolio or re-invested by the fund during the 36-month term.

Deposit period The funds must be deposited with Financely Group for a minimum period of 36 months for the above-mentioned yields to be payable.

Withdrawal penalty There is no withdrawal penalty. The only expense incurred by the Co-Investor in the event of a withdrawal before the end of the investment term are the transfer charges that may be applicable, ranging between 25 and 100 euro per SWIFT wire transfer, domestic transfers may be exempt from transfer charges.

Management fee The Fund shall pay the Manager a fee. The Fee shall be paid monthly to the Manager on the first business day of the next succeeding calendar month. The Management fee is 3.85% per annum.

Fees are subject to Goods and Services Tax and any other taxes which may be applicable. In addition to the Fees, the Co-Investor acknowledges that if the Fund invests in crypto assets, certain management fees and operating expenses and other costs, inclusive of Goods and Services Tax, are paid by the Fund.

Financely Group [email protected] | www.fnancely-group.com INFORMATION MEMORANDUM & CO-INVESTMENT AGREEMENT

VERSION 2.3.3 When the Co-Investor invests in Funds managed by the Manager, the Manager will ensure that there is no duplication of fees payable by the Co-Investor for the same services.

The Manager may, in its sole discretion, redeem such a number of digital assets of Funds, or may sell other assets in the Account as may be required to pay the Fees. The Client shall be liable to pay to the Manager any unpaid Fees not satisfied by way of redemption of crypto assets of Funds or the sale or redemption of other assets, as outlined in this paragraph.

Bonus distribution schedule At the end of the 36-month term, the Co-Investor’s position in the fund will be liquidated and paid out via bank transfer or USDC Stablecoin, unless the Co-Investor decides to maintain the earned bonus in the fund.

If the Co-Investor does not wish to receive a payout at the end of the term and instead wishes to invest in the next VC fund created by Financely , the Co-Investor must address a written courier via email to Financely Group. Upon receipt of the letter, Financely will transfer the Co-Investor’s assets to the new capital pool.

Contact Person: Kenny Brouwers | Email: [email protected]

Coordinates for transferring USDC Stablecoins to the Asset Manager USD Coin Wallet ID: 0x32367Fa6F293dcDFecD70f30EbcB356dC2D3Ef32

WARNING: USD Coin is USDC. Transferring any other stablecoins, including USDT, DAI, TUSD, USD-Digital to the above Wallet may result in irrevocable losses.

Coordinates for purchasing USDC Stablecoins from the Asset Manager Beneficiary: Financely Group

IBAN (Bank Account): PT50 0033 0000 4553 9204 0110 5

SWIFT Code: BCOMPTPL

Reference: Payment from ´´Your company name´´.

Please ensure that your KYC form has been submitted prior to placing an order. The minimum order amount is 10,000 USDC.

Upon receipt of your transfer, we will send a formal acknowledgement email with a PDF attachment.

All transfer & conversion costs are covered by the Co-Investor.

Bank Account for paying investment yields to the Co-Investor Beneficiary:

Bank Account: Routing Number (if applicable):

BIC/SWIFT Code: Corresponding BIC/SWIFT (if applicable):

Financely Group [email protected] | www.fnancely-group.com INFORMATION MEMORANDUM & CO-INVESTMENT AGREEMENT

VERSION 2.3.3 Beneficiary address:

Bank / Payment institution:

Alternatively, the Co-Investor can request to payments in USDC or USDT by contacting us directly.

Co-Investor declaration

I ______hereby confirm that investments made into the above-named Liquidity Pool:

Are not made on behalf of a third party;

The funds invested are derived from legitimate sources and are not linked and/or derived from criminal origin, of whatsoever nature, and in particular do not constitute the proceeds of money laundering or terrorist financing; and originate from the following source(s):

❏ Investments ❏ Savings ❏ Inheritance ❏ Salary ❏ Loans ❏ Gift(s)

Co-Investor's Identifcation Document passport copy, identity card or driver´s license

Signature The Co-Investor accepts the terms of this agreement. This Agreement has been executed by the Co-Investor as of the ______.

Signed by the Co-Investor on ______, in ______.

Co-Investor’s Coordinates Email:

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VERSION 2.3.3 Telephone Number:

Post Office Box/Postal Address:

Emergency Contact We will communicate with the emergency contact if we are unable to reach the Co-Investor within 90 days after the redemption period’s end.

Full Name:

Relationship with Co-Investor:

Email:

Telephone Number:

Post Office Box/Postal Address:

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