Venture Listing Agreement

PANDI NOW

Venture Listing Agreement

For founders and project initiators listing on Pandi Now

Pandi Now Inc. • Incorporated in Delaware, United States

This agreement governs your listing of a venture, project, or initiative on Pandi Now. Read it carefully. It includes an exclusivity commitment that is binding upon listing and, for the venture track, a fixed Platform Fee that is owed from approval.

1. Parties

This Venture Listing Agreement ("Agreement") is between Pandi Now Inc., a Delaware corporation ("Pandi Now," "we," "us"), and the founder, organization, or authorized representative submitting an initiative for listing on the platform ("Founder," "you"). This Agreement supplements the Platform Entry Agreement and Member Agreement.

2. Nature of the Platform: Connecting Only

Pandi Now operates as an introduction and transparency platform only. Pandi Now's role is limited to:

• Providing the Pandi Passport framework for structuring your initiative
• Presenting your initiative to registered funder members
• Facilitating milestone tracking and outcome reporting
• Making introductions between founders and funders

Pandi Now does not raise capital, negotiate deals, execute transactions, provide legal or financial advice, act as a broker-dealer or placement agent, or guarantee any outcome, introduction, or result. All of these are explicitly excluded from Pandi Now's responsibilities.

Where your initiative involves the offer or sale of securities, the offering process (including regulatory due diligence, investor onboarding, accredited-investor verification, KYC/AML checks, and the securities transaction itself) is carried out by a regulated third-party compliance and securities partner engaged for the venture track (the "Compliance Partner"), not by Pandi Now. Pandi Now provides only the technology, transparency, and analytics layer. Your use of the venture track may require you to onboard with, and accept the separate terms of, the Compliance Partner. [TO BE COMPLETED: identify the Compliance Partner and the scope of services once engaged.]

3. The Pandi Now Standard: Your Commitment

Every initiative must comply with the Pandi Now Standard as a condition of listing:

1. Defined Outcomes: A clear statement of what specifically will change as a result of the initiative
2. Structured Use of Capital: A detailed budget with timeline and purpose for every allocation
3. Full Transparency: Budgets, milestones, and progress are visible to registered funders at all times
4. Milestone-Based Capital Release: Capital is deployed in stages tied to verified progress only
5. Verified and Reported Outcomes: Results are documented, validated, and reported to funders

Compliance with the Pandi Now Standard is non-negotiable. Listings that do not meet the Standard will not be approved, or will be removed without refund.

4. Exclusivity

4.1 Start

The exclusivity period ("Exclusivity Period") begins on the date you accept this Agreement when you submit your initiative for listing on the Pandi Now platform ("Listing Date"). No separate signature or payment is required to trigger this obligation. Submission constitutes acceptance.

4.2 End

The Exclusivity Period ends on the earliest of:

• The close of your round on the Pandi Now platform
• Pandi Now declining your initiative in vetting, in which case exclusivity ends immediately when we notify you of the decision
• Your withdrawal of the initiative from the platform by written notice (Section 4.4)
• Twenty-four (24) months after the Listing Date

4.3 Exclusivity Obligation

During the Exclusivity Period, you agree to conduct all fundraising activities for the listed initiative exclusively through the Pandi Now platform. You may not simultaneously list the same initiative on a competing platform, engage a competing placement agent or fundraising intermediary, or circumvent the platform by soliciting funders you were introduced to through Pandi Now outside of the platform.

Exclusivity applies to the specific initiative listed, not to your organization as a whole. You may operate other initiatives outside of Pandi Now provided they are not the same initiative listed here.

4.4 Withdrawal

You may withdraw your initiative at any time by written notice. Withdrawal ends the Exclusivity Period. If you withdraw after your listing has been approved, the Platform Fee that attached at approval remains owed (Section 5.2). [TO BE COMPLETED: counsel to confirm the consequences of taking funders introduced through Pandi Now off the platform, under the exclusivity and non-circumvention terms.]

5. Platform Fee (Venture Track)

5.1 Fixed Fee

For venture track listings, Pandi Now charges a fixed Platform Fee in U.S. Dollars, set from your target round size under the . The Platform Fee is not a percentage of capital raised. It does not depend on which funders invest, how much is committed, or whether your round closes.

Contribution track listings pay no Platform Fee under this Agreement. Contributions are governed by the .

5.2 When the Fee Attaches and Is Owed

Vetting is free. The Platform Fee is fixed and attaches when Pandi Now approves your listing and your raise opens to investors. From that date it is owed regardless of the outcome of your raise. [TO BE COMPLETED: invoice timing and payment due date.]

5.3 Pandi Model Reward

If you declare your warm investors at listing (the name and email of people you already know and intend to invite to invest), you may choose one of the following rewards:

1. Discount: ten percent (10%) off the Platform Fee; or
2. Contribution Redirect: Pandi Now gives fifteen percent (15%) of the Platform Fee to an approved contribution track project you choose, as a donation from Pandi Now Inc. labeled as a founder-directed redirect from your venture. Pandi Now takes no platform share on this redirect, so the full amount reaches the project. The redirect is paid after Pandi Now receives your Platform Fee.

In exceptional cases, Pandi Now may set either reward up to twenty percent (20%) of the Platform Fee at approval. The reward is never more than twenty percent (20%) of the Platform Fee.

The reward is set and fixed when your listing is approved and is shown to you together with your Platform Fee. Its only condition is that you authorize Pandi Now to send your investor link to your declared warm investors on your behalf at approval. The reward does not depend on whether any declared investor invests, how much is invested, or whether your round closes. Pandi Now tracks investors who arrive through your link for reporting only.

By declaring a warm investor, you confirm that you know that person and that you may share their name and email with Pandi Now for this purpose. [TO BE COMPLETED: counsel review of the reward and its wording, given the Compliance Partner's role.]

5.4 Other Fees

The tranche closing fee and the Active Company Profile fee are set out in the .

5.5 Due Diligence & Compliance Withdrawal Fee

The venture track relies on the regulated third-party Compliance Partner (Section 2) to perform compliance, due diligence, and investor verification before a deal can close. This work is performed at real cost in reliance on your stated intent to proceed.

A Due Diligence & Compliance Withdrawal Fee of US $10,000 becomes due and payable if all of the following occur:

1. Your initiative satisfies the platform's evaluation criteria (alignment and commitment confirmed);
2. A deal is negotiated and its principal terms are agreed with a funder through the platform or the Compliance Partner; and
3. You then unilaterally withdraw from, decline to execute, or otherwise refuse to proceed with the negotiated deal, for reasons other than a material breach by the funder or Pandi Now or the failure of a closing condition outside your reasonable control.

This fee reimburses the compliance and due-diligence costs incurred on your behalf. It reflects a good-faith estimate of those costs, is not a penalty, and is separate from and not creditable against the Platform Fee. It does not apply where no principal deal terms were agreed. Payment is due within thirty (30) days of the date Pandi Now issues written notice. [TO BE COMPLETED: confirm the amount, the definition of "evaluation criteria met" and "negotiated deal," and the carve-outs with counsel and the Compliance Partner.]

6. Founder Representations and Warranties

By listing on the platform, you represent and warrant that:

• All information submitted is accurate, complete, and not misleading in any material respect
• You have full legal authority to act on behalf of the entity you represent
• Your initiative and all fundraising activities comply with all applicable laws in all relevant jurisdictions
• You are not offering or selling securities without appropriate regulatory registration or exemption
• You have no undisclosed material conflicts of interest
• You will update your listing promptly if any material information changes
• You are not currently in default under any agreement that would conflict with this Agreement

7. Securities Law and the Compliance Partner

Pandi Now is not a broker-dealer, placement agent, or securities exchange, and does not itself offer, sell, or execute securities transactions. For the venture track, securities-related activities (offering execution, regulatory due diligence, accredited-investor verification, and related compliance) are carried out by the regulated third-party Compliance Partner described in Section 2, under that partner's own terms and procedures. You agree to cooperate with the Compliance Partner's processes and requirements as a condition of raising capital through the venture track.

Engaging a Compliance Partner does not transfer your own legal responsibilities. You remain solely responsible for the accuracy and completeness of the information you provide, for your eligibility to raise capital, and for your own compliance with all applicable securities law, including the U.S. Securities Act of 1933, applicable state laws, and foreign equivalents. You should obtain qualified independent legal counsel. Pandi Now does not provide legal advice and assumes no responsibility for your or any third party's regulatory compliance.

8. Intellectual Property

You retain all ownership of Founder Content (your business plans, materials, and proprietary information). By listing, you grant Pandi Now a non-exclusive, royalty-free license to display your Founder Content on the platform for the purpose of connecting you with funders. Pandi Now will not share your Founder Content outside the platform without your consent, except as required by law.

9. Confidentiality

Both parties agree to treat non-public information shared in connection with the platform as confidential. Pandi Now will not disclose your Founder Content to third parties outside the platform without your consent. You agree to treat funder information and platform data as similarly confidential. Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

10. No Guarantee

Pandi Now makes no guarantee of introductions, funding, outcomes, or results of any kind. Listing on the platform is not an endorsement of your venture. Because the Platform Fee is fixed and does not depend on the outcome of your raise, it is not refunded if your round does not close.

11. Term and Termination

This Agreement begins on the Listing Date and continues for the Exclusivity Period and thereafter until all outstanding obligations are fulfilled.

• Pandi Now may immediately terminate your listing for material breach of this Agreement, provision of false information, or non-compliance with applicable law
• You may withdraw in writing (Section 4.4); however, a Platform Fee that has attached remains owed
• Termination does not relieve either party of obligations accrued prior to the termination date

12. Limitation of Liability

Pandi Now's total aggregate liability to you under this Agreement shall not exceed the Platform Fee paid by you to Pandi Now in the twelve (12) months preceding the claim. Pandi Now is not liable for indirect, incidental, special, consequential, or punitive damages of any kind, including but not limited to lost profits, lost funding opportunities, or reputational harm. This limitation applies regardless of the theory of liability.

13. Indemnification

You agree to indemnify, defend, and hold harmless Pandi Now Inc. and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your use of the platform; (b) your breach of this Agreement; (c) your violation of any applicable law or third-party rights; or (d) any inaccuracy in your Founder Content.

14. Dispute Resolution

In the event of any dispute arising under this Agreement, the parties agree to first attempt resolution through good-faith negotiation for a period of thirty (30) days. If unresolved, disputes shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA), conducted in Delaware, United States. The arbitrator's decision shall be final and binding. Each party bears its own legal costs unless the arbitrator determines otherwise.

You waive any right to bring claims against Pandi Now as a class action or representative proceeding.

15. Governing Law

This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

16. Miscellaneous

• Entire Agreement: This Agreement, together with the Platform Entry Agreement and Member Agreement, constitutes the entire agreement between the parties regarding your listing
• Amendments: Pandi Now may update this Agreement with 30 days' written notice; continued use constitutes acceptance
• Severability: If any provision is unenforceable, the remainder stays in full force
• No Waiver: Failure to enforce any provision is not a waiver of future enforcement rights
• No Assignment: You may not assign your rights under this Agreement without Pandi Now's written consent