1. Company Name & Openfund Indicative Memorandum of Terms for Seed Financing1.Conditions1.1 Compatibility with Openfund II structural requirements (Company already or to beincorporated and operating in Greece, ICT focus, early-stage).1.2 Agreement on a full Shareholders Agreement, Articles of Association and BusinessPlan. The main terms of the SHA and/or AA are as described in the following clauses.2.Corporate form2.1 A Greek IKE to be or already established (IKE = ).2.2 Founders and Investors shall be shareholders in the IKE (Investors meaningcollectively the Fund and Other Investors).2.3 Any pre-existing foreign company shall become a wholly owned subsidiary of the IKE.3.Founders Warranties3.1 Any pre-existing company has complied with all legal and tax requirements.3.2 Standard warranties shall apply with respect to the existing company (regarding,indicatively, assets and liabilities, encumbrances, intellectual property, trademarksetc.).3.3 The Founders undertake the obligation to indemnify either the Investors or theCompany to the full extent of any "claim amount" resulting from any breach of theWarranties.4.Investors participation4.1 The Fund shall invest the amount of {} and it shall hold pro-rata shareholding in theCompany, calculated on the basis of a pre-money valuation of {}.4.2 The Investors stake will be in the form of a special class of Shares ().5.Liquidation Preference5.1 In the event of liquidation of the company, the proceeds of liquidation shall bedistributed first to the Investors, up to the full amount of their capital contribution plus apreferred return of 6% per annum.5.2 In the event of change of control resulting from the sale of Company Shares, theInvestors shall have the priority right to sell their full stake and receive the full amountof their capital contribution plus a preferred return of 6% per annum. Change of controlrefers to a sale of Shares after which the Founders will not have a combined majoritystake in the Company.6.Management6.1 Founders shall commit to work full time and exclusively for the company for the next{} year(s).1

2. 6.2 Founders shall not compete with the Company for as long as they hold shares and 2years after they cease to do so.6.3 Founders shall not solicit employees or former employees of the Company to work inother businesses for as long as they hold shares and 6 months after they cease to doso.6.4 A penal clause of {} will apply in case of breach of Clause 6.2 & 6.3.6.5 If a Founder leaves on his own accord within the next 3 years, then he will forfeit aproportion of up to 75% of his company stake. This proportion shall be calculatedlinearly based on the time elapsed until his departure over the three year period. Theshares forfeited shall be placed in an option pool for managers and employees.6.6 Founders, in their capacity as managers, undertake the obligation to execute on a besteffort basis the business plan of the Company, as it shall be appended to the SHA andas amended subsequently from time to time after consultation with the Fundsrepresentatives.7.Governance7.1The consent in writing of the Funds representative will be required for the following items:7.1.1increase or decrease of the Companys capital or any other change of the Companys shareholding structure.7.1.2merger or liquidation of the Company.7.1.3acquiring or making any investment in another company or business or incorporating any subsidiary.7.1.4sale, lease or other disposition or encumbering of assets outside the ordinary course of business.7.1.5entering into or amending or guaranteeing any credit or loan agreement or debt facility in excess of {} or combined facilities in excess of {} annually.7.1.6any deviation from the jointly defined business purpose of the Company.7.1.7amendments to the Companys Articles of Association.7.1.8appointment or removal of auditors.7.1.9entering into or varying any contract or arrangement (whether legally binding or not) with any Founder or with any associate of a Founder.7.1.10 entering into any material contract or arrangement outside the ordinary course of its business.7.1.11 distribution of dividends.8.Information rights8.1 The Funds representatives shall have read access at any time to Companys bankstatements, accounting ledgers, analytics tools and other such reports that theCompany employs for internal purposes to monitor the performance of its products &services.8.2 Investors shall receive quarterly quantitative reports containing a set of finance &business metrics to be agreed.8.3 Investors shall receive bi-annual updates of the business and financial projections.9.Meetings & consultation9.1 Monthly meetings of Founders with the Fund representatives to discuss key businessissues. 2 3. 9.2 Amendments to the Business plan, action plans and financial forecasts will bediscussed between the Management of the Company and the Funds representativeson a consultation basis. The Funds representatives shall not have formal decisionmaking powers on such issues, except to the extent that they include terms under 7.1above.10. Preemptive rights10.1 Funds consent required for any transfer of shares of the Founders during the first three years after this agreement.10.2 All shareholders shall have a right of first refusal in any transfer of shares.10.3 Priority tag along right for Investors.10.4 Provided there is no substantial capital increase within the next 3 years, the Fund shall have a drag along right on all of the Shares of the Company from then on. Substantial capital increase shall refer to a round of at least {...}. In drag along cases the liquidation preference shall not apply. Founders will receive a 6-month advance notice before the invocation of the drag along right, with pre-emption right on the sale of the Investors Shares. (Clause 10.4 does not apply to pre-seed deals.)11. Option pool11.1 An option pool of {}% of total Shares of the Company shall be carved out of the Founders shares as soon as practicable after execution of this agreement.12. Miscellaneous12.1 The contents of this term sheet and any future agreement shall remain confidential.12.2 Founders undertake not to negotiate with any alternative group of investors for an investment in the Company for a period of six weeks from today by which time the parties intend to have executed a SHA.12.3 Founders shall notify the Fund promptly of any inquiries by any third parties in regards to an investment in the Company.12.4 Subject to completion of the deal, all transaction costs (legal, accounting, tax, etc.) will be borne by the Company. 3