Venture staking terms

Preamble

• The soonami GmbH (the "Company") is a company with the purpose of developing the Foundance project ("Project") as further described on the Project's website (the "Website"). The Project is jointly developed by the Swiss subsidiary of the Company, Foundance AG ("Foundance").

• In connection with this Project and to fund its development and related activities, the Company is using a venture staking process (the "Venture Staking") to support the development of the Project.

• In connection with the Project, SNI tokens (the "Tokens") may be issued by the Company itself, by Foundance or by another nominated entity (the "Nominated Entity"). Tokens may further be distributed through additional private and public sales as well as other activities such as liquidity mining or ecosystem development sponsoring (together with the Venture Staking the "Token Distribution").

• In order to participate in the Venture Staking, participants (each a "Participant") are required to transfer WETH or such other crypto-asset as communicated from time to time (the "Staked Assets") to a specific non-custodial vault (the "Vault") on a specialized DeFi protocol (the "Protocol"). The Staked Assets will be used for staking through a third-party service provider. The Participant retains full control and ownership of the Staked Assets in accordance with the programmatic logic of the staking mechanism and the Vault. As a contribution to the Project, any net staking yield generated on the Staked Assets (the "Yield") is transferred to the Company. In consideration for the Yield, Participants are eligible to receive Tokens if and when such Tokens are generated.

• The Participant has directly contacted the Company on its own initiative to receive information how to participate in the Venture Staking and has been thoroughly informed about the risks involved. The Participant is a professional investor.

1. Agreement

By participating in the Venture Staking, the Participant explicitly acknowledges and fully agrees to these terms (the "Terms"). These Terms apply to all Participants in the Venture Staking and consist of the following documents, which – in case of conflict – take precedence in the following order:

• The main body of these Terms;

• Annexes to these Terms; and

• The disclaimers as made available on the website (the "Disclaimers").

Except as explicitly referenced in these Terms or as otherwise agreed, no other documents or information is legally binding or part of these Terms.

2. Venture Staking

The Participant agrees that the Yield is transferred to the Company for the purposes of financing the Project. In consideration for the Yield, the Participant shall be eligible to receive Tokens. The amount of Tokens to be received by the Participant (the "Token Amount") is determined based on the accumulated Yield at the time of the token distribution (the "Token Distribution") and the token price as outlined on the Website from time to time.
‍
The Participant acknowledges and agrees that:

• the Venture Staking is subject to certain lockup periods, that the process of unstaking may take weeks, and that during the unstaking process no Yield is generated.

• the Yield is the net yield with staking, minus any gas fees and third-party management fees as communicated on the Website.

• the Company may at any time in its sole discretion stop the Venture Staking, limit the amount of Staked Assets, and/or determine an end date for the purposes of calculating the Yield that is used for the calculation of the Token Amount.

• the Company may adjust the token price over time.

• the Company has no control over the Vault and the Protocol and the use of the Vault and the Protocol are entirely at the own risk of the Participant.

• that it is a third-party provider as communicated on the Website that provides the staking services and that the terms of such staking provider apply.

For the purposes of denominating the Yield in USD, the Company shall in regular intervals calculate the USD equivalent of the yield based on the USD exchange rates of the yield currency as per CoinMarketCap.

3. Delivery of Tokens

3.1 General
‍The Company shall, or shall cause the Nominated Entity to, deliver the Tokens on or around the Token Delivery Date (as defined below) to a wallet indicated by the Participant. The delivery is subject to:

• the Participant passing all onboarding and all KYC requirements as established by the Nominated Entity from time to time, if any;

• the Lockup Period as set out in section ‎4.3.

The Participant shall provide to the Nominated Entity or a designated third-party accurate, complete, and up-to-date information and documents to enable the onboarding KYC procedure as reasonably determined by Nominated Entity. The Nominated Entity may, at its own discretion, require additional information from Participant now or in the future.

3.2 Time of Delivery
The Company will use commercially reasonable endeavours to deliver, or cause the delivery of, the Tokens around the estimated token delivery date as communicated on the Website from time to time. The timing of the actual token delivery ("Token Delivery Date"), and whether the Tokens will be delivered at all, will each be determined at the sole discretion of the Company. The Company will provide 15 days' notice prior to the Token Delivery Date.

3.3 Lockup Period
The Participant acknowledges that during a lockup period of 24² months (the "Lockup Period"):

• The Participant may not dispose of locked Tokens (and the Company may enforce the Lockup Period with technical means, e.g., a vesting contract)

• The Participant may not sell, assign, transfer, or promise locked Tokens to a third party, may not pledge, hypothecate or otherwise create any lien or third party right on any locked Tokens, and may not otherwise dispose of locked Tokens in a similar manner without the Company's prior written consent.

For the avoidance of doubt, (i) the Lockup Period shall not apply to any Tokens acquired by the Participant in the open market, and (ii) the Lockup Period shall not restrict in any way the Participant's ability to stake the Tokens and participate in the network governance.
The Company may amend the Lockup Period if abiding by the agreed Lockup Period would, in the reasonable discretion of Company, lead to a material adverse effect for the Company or the Project (e.g., regulatory, tax or price impact) or in case required for the purposes of an exchange listing. In case of such amendment, the Company shall treat all Token holders equally, unless there are legitimate grounds for unequal treatment. Under no circumstance may the Lockup Period be extended for more than twelve (12) months.

3.4 Outside Date
If the Token Delivery Date does not occur by 31 July 2026 (the "Outside Date"), the Company will, to the extent permissible under applicable laws and regulations, make commercially reasonable efforts to return to the Participant the Yield that has not been used already for the purposes of the Project and in any case only up to 80% of the Yield. Although the Company will, as described above, make commercially reasonable efforts, there is no guarantee that all or even some of the funds will be available for return. In addition, the remaining 20% of the Yield will, in any case, be non-refundable. For the avoidance of doubt, funds from the Company's operations, other than funds received in this offering, shall in no event be available for the returned Yield.

3.5 Buyout Right
The Company may at any time prior to the Token Delivery Date, at its sole discretion, propose to the majority-in-interest of all then-outstanding Participants with the same issue price per Token as the Participant ("Outstanding Participants"), to buy out the Participant's Token Amount (and so right to receive Tokens in the future), if in the Company's sole opinion, the Participant has acted in such a way that has had or may reasonably have a materially adverse effect on the reputation or standing of the Company. If such proposal is approved by the majority-in-interest of Outstanding Participants, the Company shall have the right (but no obligation) to carry out such buyout at a purchase price equivalent to the Yield. The Participant will, in a timely manner, provide to the Company a digital wallet address for the delivery of such funds. Any such buyout is final, and the Participant shall have no further rights under the Venture Staking or in respect of the Tokens from the time of such buyout.

3.6 Technical description and functionalities of the Token
The Tokens are cryptographic tokens to be implemented in a smart contract (ERC-20) existent on the Ethereum blockchain. Subject to the Lockup Period, the Tokens are transferable. The currently envisaged utilities of the Token are further described in the Token Characteristics according to Annex 1. The Participant acknowledges and agrees that the Company, in line with the Project and as deemed appropriate, may change, reduce or add functionalities to the Tokens, so long as such changes do not circumvent the purpose of this Agreement, including the delivery of Tokens to the Participant.
The Participant acknowledges that the Tokens (i) do not confer or represent any right of any form, including but not limited to any equity or ownership, voting, distribution, redemption, liquidation, intellectual property, participation, or any other legal right towards the Company, the Project or any third party; and (ii) are not any kind of loan to the Company or to a third party. The Participant acknowledges that the Company retains all current and future right, title and interest in all of Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information, and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. The Participant may not use any of the Company’s intellectual property for any reason without the Company’s prior written consent
Except as explicitly provided for under this Agreement, the Participant acknowledges and agrees that there is NO CLAIM FOR REFUND from the Company, and any potential refund is made by the Company in its sole discretion.

3.7 Dissolution Event
If there is (i) a voluntary termination of the entire Project, or (ii) any other liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (each a "Dissolution Event"), the Company will, to the extent permissible under applicable laws and regulations, pay an amount equal to up to 80% of the Yield, due and payable to the Participant immediately prior to, or concurrent with, the consummation of the Dissolution Event. If immediately prior to the consummation of the Dissolution Event, the assets of the Company legally available for distribution to the Participants are insufficient to permit the payment to the Participants of 80% of their respective Yield, then the entire assets of the Company legally available for distribution will be distributed with equal priority and pro rata among the Participants up to 80% of their Yields in proportion to their Yield as a percentage of all Yields. For the avoidance of doubt, the remaining 20% of the Yield will be non-refundable. Under no circumstance will any of the members, representatives, partners, or any other legal entity or natural person other than the Company itself be liable for any repayment.

3.8 Use of Proceeds
The Company covenants and agrees that it will solely use the Yield to develop the Project by itself and with suitable third parties.
The Participant acknowledges and agrees that within the above, the Company (i) will have broad discretion over the use of proceeds from this Venture Staking, and (ii) might make amendments from time to time to re-align with internal and external developments. The Venture Staking funds allocation section, if any, in any of the Company’s documentation is indicative only.

3.9 Token Distribution
‍The Company envisages distributing the Tokens to supporters, employees, and project participants as well as through other activities such as ecosystem development sponsoring, or by selling Tokens in a private or public sale ("Token Distribution"). The Participant acknowledges and agrees that the Company has sole discretion on how to conduct such Token Distribution.
Except as explicitly provided for under this Agreement, the Participant acknowledges and agrees that there is NO CLAIM FOR REFUND from the Company, and any potential refund is made by the Company in its sole discretion.

4. Company Representations and Warranties

Unless explicitly stated otherwise in this Agreement, the Company does not make any representations and warranties, and all representations and warranties shall be excluded to the greatest extent permitted under applicable law.
In particular, the Company does not make any representations and warranties regarding (i) any particular feature of the Token, the Project, and/or the Company, and (ii) the successful development and deployment of the Project and/or the Token. Any information regarding the Token, the Project, and the Company is provided 'as is', and the Company does not make any representation or warranties regarding the completeness, accuracy, and up-to-dateness of any information provided by the Company, unless explicitly stated otherwise in this Agreement. The Participant confirms that it has not relied upon any representation or warranty, express or implied, pertaining to the Tokens, the Project and/or the Company.

The Company represents and warrants that:

• it has full legal capacity, power, and authority (or can and will obtain such on commercially reasonable terms) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except as limited by potential regulatory restrictions and actions, by bankruptcy, insolvency, or other laws of general application relating to or affecting the enforcement of creditors’ rights.

• it is (or is currently in the process of being) duly organized, validly existing, and in good standing under the laws of Germany, and has the power and authority to own, lease, and operate its properties and carry on its business as now conducted.

• no consents or approvals are required in connection with the performance of this Agreement, other than the Company’s corporate approval.

• to its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes, and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.

5. Participant Representations and Warranties

The Participant represents and warrants that:

• it has full legal capacity, power, and authority (or can and will obtain such on commercially reasonable terms) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of the Participant, enforceable in accordance with its terms, except as limited by potential regulatory restrictions and actions, by bankruptcy, insolvency, or other laws of general application relating to or affecting the enforcement of creditors’ rights.

• it is duly organized, validly existing and in good standing under applicable laws, and has the power and authority to own, lease, and operate its properties and carry on its business as now conducted.

• no consents or approvals are required in connection with the performance of this Agreement, other than the Participant's corporate approval.

• it has provided and will continue to provide accurate, complete, and up-to-date information;

• it is the sole beneficial owner of the Staked Assets. The Participant further represents and warrants that it is contributes to the Project and receives the Tokens for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Participant has no present intention of selling, granting any participation in, or otherwise distributing the same.

• it has carefully read, reviewed, and fully understood this Agreement, including all referenced documents (if any), and is not relying on any representation, warranty, confirmations, promises, or agreements except as set out in this Agreement. The Participant furthermore acknowledges and understands that any additional documentation provided by the Company relating to the Project or the Token does not contain any representations, warranties, confirmations, promises, or similar by the Company and that the Participant solely relies on this Agreement, including all referenced documents (if any).

• it understands the inherent risks with any type blockchain-based project and recognizes that a contribution involves substantial risk and can lead to the complete loss of the Yield. It understands that there is no guarantee that the Tokens will ultimately be minted and distributed for any specific token price at all. The Participant has such knowledge and experience in financial and business matters that the Participant is capable of evaluating the merits and risks of such contribution, is able to incur a complete loss of such contribution without impairing the Participant's financial condition, and is able to bear the economic risk of such contribution for an indefinite period of time. By entering into this Agreement, the Participant acknowledges and assumes any and all risks related to the actions contemplated under this Agreement, including but not limited to the risk factors set out in Annex 2.

• it understands that the Tokens do not confer any rights of any form with respect to the Company or any other third-party.

• it complies with applicable law and regulation in its jurisdiction regarding the purchase of Tokens, including, but not limited to, (i) legal capacity and any other threshold requirements in its jurisdiction for purchasing Tokens, and entering into contracts with the Company, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained. The Participant has not taken any action, nor will it take any action in any country or jurisdiction that would constitute a public offering of any Tokens or require the registration of any other offering material, nor will it distribute any other offering material in any country or jurisdiction where action for that purpose is required;

• it does not reside in, is not located in, is not a citizen of, is not incorporated in, does not have registered office in, or is not in any other way subject to the jurisdiction of (i) the United States of America, (ii) a country or territory (together "Sanctioned Countries") that is currently the subject of any sanctions or trade embargos administered or imposed by (1) Germany, (2) the United Nations Security Council, (3) the European Union or any member state of the European Union, (4) U.S. authorities, in particular OFAC and the U.S. Department of State, (5) the country of residence of the Participant, or (6) by another authority having jurisdiction over the Participant or its assets, (iii) a jurisdiction identified by the Financial Action Task Force ("FATF") for strategic AML/CFT deficiencies and included in FATF’s listing High-Risk Jurisdictions, (iv) a jurisdiction (including, but not limited to, the Sanctioned Countries) in which the actions contemplated under this Agreement are prohibited, restricted or unauthorised in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction ((i) to (iv) together the "Prohibited Jurisdictions").

• it has had the opportunity to be advised by legal professionals in relation to this Agreement and confirms that to have fully understood the legal implications of all the clauses contained in this Agreement.

• it bears the sole responsibility to determine if its purchase of the Tokens, the potential appreciation or depreciation in the price of Tokens over time, the sale and purchase of Tokens and/or any other action or transaction related to the Tokens has tax implications for the Participant.

In any case, the Participant acknowledges and is aware that it is the Participant's own responsibility to be informed about all legal and regulatory requirements in connection with the transaction contemplated in this Agreement.

6. Limitation of Liability and Indemnification

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE LIABILITY OF THE COMPANY UNDER OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO WILFUL MISCONDUCT, GROSS NEGLIGENCE AND PERSONAL INJURY. Any further liability of the Company under any title (including but not limited to direct, indirect, special, incidental, consequential or other damages of any kind [including, but not limited to, loss of capital, income, or profits]) is explicitly excluded. Notwithstanding the above, the aggregate liability of the Company under or related to this Agreement shall in no event exceed the Yield.
The Company does not make any representations or warranties whatsoever relating to the Vault and the use of the Vault is at the Participant's sole risk and responsibility.  
The Participant shall, to the fullest extent permitted under applicable law, indemnify and hold the Company harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorney's fees and expenses, made by any third-party due to or arising out of (i) any breach of this Agreement or any law or regulation applicable to the Participant (including any affiliate, employee or other person acting on behalf of the Participant), (ii) any breach of the representations and warranties set forth in this Agreement, or (iii) any violation of the rights of a third-party.

7. Cancellation

The Company may, but is under no obligation to, cancel this Agreement if:

• the Participant fails the KYC checks as determined in the reasonable discretion of the Company or the Nominated Entity;

• the Participant materially breaches any obligation or representation of this Agreement;

• the continued affiliation of the Participant with the Company or the Project would, in the reasonable discretion of the Company, risk serious harm to the Company or Project from a reputational or regulatory perspective or otherwise.

In case the Company cancels this Agreement under (i) and (iii), the Company shall refund any paid Yield to the Participant, less any fees and transaction expenses associated with such return, and the Participant shall return any Tokens received to the Company. Any further claims by the Participant are excluded.

8. Confidentiality

8.1 With Respect to the Company
Participant undertakes to observe strict confidentiality towards any third-party regarding business affairs of the Company presently in its knowledge and which it gains knowledge of in the future, particularly regarding confidential information about the technical aspects, suppliers, customers, business policies and strategies, and financial aspects other than facts and information that is made public by the Company itself.

8.2 With Respect to this Agreement
The Parties undertake to respect strict confidentiality regarding the terms of this Agreement, and to abstain from disclosing its contents to any third-party without the prior written approval of the other Party; provided, however, that each Party remains free to disclose the terms and content of this Agreement to the extent necessary to fulfil the terms and conditions of this Agreement and to any tax, judicial or other regulatory authority.

8.3 Public Announcements
The Company may disclose the aggregate number of Tokens for which the Participant has committed with this Agreement and a potential price discount per token, which has to be paid by the participants in the Venture Staking.
The Company will not disclose the identity of the Participant without the Participant's prior consent. The Participant may only publicly disclose the purchase of Tokens, the Price per Token, or any other fact relating to this Agreement with the prior written consent of the Company.

9. Miscellaneous

Entire Agreement: This Agreement constitutes the entire agreement, and supersedes all prior agreements, between the Parties relating to the subject matter hereof.
No partnership: The obligations of the Parties hereunder are contractual in nature, and the Parties agree that they do not form, and this Agreement shall not be deemed to constitute, a simple partnership.
Amendments: The Company may amend these Terms and the commercial terms of the Venture Staking at any time in its sole discretion for any future participation. Amendments to these Terms that materially impact existing Participants, may be made only with the consent of each of (i) the Company and (ii) the Participants of a majority of the aggregate Yield, provided that such amendment or waiver applies to all Participants in the same fashion.
Notices: Notices hereunder shall be given in text form to the last communicated or available address.
Form: For the purposes of this Agreement, 'in writing' shall mean wet-ink and any (qualified or non-qualified) e-signature solution (e.g., DocuSign), and 'in text' shall mean any text form including electronic text (e.g., email).
Assignment: The Participant shall not assign this Agreement without the prior written consent of the Company. Any assignment or transfer by the Participant in violation of this section will be void. The Company may be free to assign this Agreement to an affiliate or subsidiary.
Severability: If any provision of this Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.
Governing Law & Jurisdiction: This Agreement is governed by substantive German law (excl. CISG) and subject to the exclusive jurisdiction of the ordinary courts at the seat of the Company.

Annex 1 – Token Characteristics

The currently envisaged functionalities of the Token include:

• TBD

Annex 2 – Risks factors

Note: This list is non-exhaustive. By entering into this Agreement, the Participant acknowledges and assumes any and all risks related to the actions contemplated under this Agreement.

• Volatility risks: The value of cryptographic tokens is highly speculative and is typically associated with high price volatility. Cryptographic tokens, including the Token, can completely lose all market value.

• Market liquidity risks: There is no prior market for and there may not be an active or liquid market for the Tokens. Even if the Tokens are traded on the secondary market, there may be insufficient Participants or sellers.

• Regulatory risks: Regulations governing distributed ledger technologies, cryptographic tokens such as the Tokens and the Project are uncertain, and regulations or policies may materially adversely affect the cryptographic tokens economy, the continuation of the Project, and the utility of the Tokens.

• Risks associated with taxation: The tax treatment of this Agreement and the Tokens are uncertain, and there may be adverse tax consequences for the Participant upon certain future events. The Participant should seek independent tax advice in connection with this Agreement.

• Risks associated with negative publicity: Negative publicity may materially and adversely affect the price of the Tokens and the Project.

• Risks associated with the Project: There is no assurance of any success of the Project.

• Operational and legal risks: The Company may be forced to cease operations (whether for regulatory reasons or otherwise) and may also be subject to unanticipated legal proceedings.

• Technology risks: There are unanticipated risks arising from the technology supporting cryptographic tokens, including the Token, and the Project, and there may be weaknesses, vulnerabilities, or bugs in the distributed networks, protocols, systems, and smart contracts in connection with the cryptographic tokens and/or the Project, which may result in a total loss of cryptographic tokens, including the Token, arising from theft, cyber-attacks, exploits, malfunctions, misuse or other factors.

• Risks associated with consensus mechanisms of blockchains and distributed networks: Distributed networks and blockchains utilize various consensus mechanisms (including ‘proof-of-work’, 'proof-of-stake', a variation thereof, or other consensus mechanisms), each having unique risks. These include malicious or exploitive actions by nodes or network participants or a failure of such consensus mechanisms to work as intended resulting in forks and/or other circumstances rendering the distributed network associated with the relevant cryptographic token effectively unusable.

• Risks associated with hardware and software weaknesses: The Company may experience system failures, unplanned interruptions in their network or services, hardware or software defects, security breaches or other causes that could adversely affect the infrastructure network of the Company, and/or the Project.

• Risk of force majeure: There may be risks relating to acts of God, natural disasters, wars, terrorist attacks, riots, civil commotions, widespread communicable diseases, and other force majeure events beyond the control of the Company.

• Unanticipated risks: In addition to the risks set out herein, there are other risks associated with cryptographic tokens, the Tokens, the Project, the Company, and blockchain technology/ventures in blockchain technology in general, which cannot be anticipated. Such unanticipated risks, if realized, may result in adverse consequences for the Participant.