Terms and Conditions

1. INTRODUCTION

Koinz Capital invests intellectual capital through its proprietary network, strategically engaging with portfolio companies by structuring their Advisory Boards and appointing qualified Board Advisors.

2. PORTFOLIO COMPANIES

Companies invited to participate in the Koinz Capital program have undergone a screening process and have been recognized as high-potential ventures based on their founders, executives, market presence, and innovative solutions.

As part of the program, Koinz Capital facilitates a matching process between companies and Advisor Members, appointing members of its network to serve on the company`s Advisory Board. In exchange, these advisors receive an agreed equity stake or equivalent as defined by the agreements between Koinz Capital and the portfolio company.

3. ADVISOR MEMBERS

Advisor members have expressed interest in joining the Koinz Capital network and, following a competency-based selection process, are recognized for their expertise and experience. Through the matching process, they may be appointed to serve on an Advisory Board and are eligible for participation in the results generated from agreements signed between Koinz Capital and the companies.

4. BENEFITS TO PORTFOLIO COMPANIES

i) Structuring an effective Advisory Board based on best market practices.

ii) Strategic support in capital raising and business planning from Koinz Capital.

iii) Advisors selected based on relevance and alignment with the company`s current stage.

iv) Alignment of advisor interests with the company`s success.

v) Advisory Boards are essential for companies preparing for growth or M&A events.

5. PORTFOLIO COMPANY OBLIGATIONS

i) Agree to Koinz Capital`s partnership model with appointed advisors.

ii) Actively participate in the Advisory Board implementation process.

iii) Appoint a Governance Secretary (coordinator) to liaise with Koinz Capital.

iv) Compensate Koinz Capital in accordance with the agreement, which may include equity instruments, success fees, or financial remuneration.

6. BENEFITS TO ADVISOR MEMBERS

i) Join an exclusive network of professionals selected for strategic advisory roles.

ii) Participate in an educational journey on equity investing and corporate governance.

iii) Access Koinz Capital`s curated content and resources.

iv) Engage in Koinz Capital`s ecosystem with potential appointments to Advisory Boards.

v) As an active member of the Koinz Network, the advisor will receive a pro-rated percentage of the overall success of the Koinz Intellectual Capital Fund portfolio. For more details, please refer to the fund’s operating agreement.

vi) Upon appointment and approval by a company, advisors will receive an offer to be accepted that will describe possible compensation via convertible notes, stock options, revenue share, or monthly fees.

vii) Receive support from Koinz Capital in board engagement and management.

7. ADVISOR MEMBER OBLIGATIONS

i) Complete registration and competency review; upon approval, pay the Annual Membership Fee.

ii) The membership fee covers all learning, resources, and visibility to companies.

iii) Commit to serving on any appointed board for a minimum of 3 months.

iv) Prepare adequately for the advisory role and undergo evaluations by Koinz, peers, and the company.

v) Dedicate sufficient time to actively participate in appointed advisory roles.

vi) As a board member, you are expected to actively participate in the majority of scheduled board meetings. Koinz Capital reserves the right to remove any advisor from the board at its discretion.

vii) Authorize the use of their photo, name, and LinkedIn profile on the Koinz Capital website.

8. CONFIDENTIALITY & AGREEMENT

Both parties sign an Individual Membership Agreement (confidential), specifying individual terms, benefits, and obligations in alignment with these general conditions.