Easy Prepayment on Shares (EPOS)

The Calçotada Company

Torenallee 42-28
5617BD Eindhoven, The Netherlands
Email: legal@theonionmemorandum.com
Registration No.: 93484739

Introduction to the Legal Mechanism of Investment (EPOS)

The present document outlines the functioning of the Easy Prepayment on Shares (EPOS) system used by The Calçotada Company as a simplified financing mechanism. The EPOS system allows the Investor to contribute funds that automatically convert into shares upon meeting certain conditions or predefined dates. This process aims to make financing more accessible and align the Investor’s interests with the growth of the Company.

Important Note on Use of Funds: In addition to describing the EPOS system, this document binds the capital contributed by Investors to the specific obligation that all such funds shall be used exclusively to establish the Dutch Headquarters for The Onion Guy.

Conversion of the investment into shares is carried out by applying a progressive discount that favors early investors. The closer the Company is to achieving the total funding goal, the lower the applicable discount, reflecting reduced risk for the Investor in these advanced stages. Additionally, the system offers further bonuses for investors who actively contribute to bringing other investors into the community.

Discount Computation: Unlike a simple percentage-based approach, the discount under the EPOS system is calculated by measuring the area under the discount curve, thereby reflecting the cumulative advantage afforded to early participants as the Company’s financing needs are progressively met.

Valuation Cap and Market Valuation Note: The conversion of the investment into shares is subject to a valuation cap of EUR 25,000,000 (twenty-five million euro). If the Company’s valuation exceeds EUR 50,000,000 (fifty million euro), the conversion price for the Depositary Receipts shall be calculated based on half of the Market Valuation.

Legal Agreement

Easy Prepayment on Shares

THIS AGREEMENT is made as of (the Effective Date), by and between:

• LA CALÇOTADA HOLDING B.V., a private company with limited liability organized and existing under the laws of the Netherlands, having its corporate seat and its official address at Torenallee 42-28, 5617 BD Eindhoven, The Netherlands, registered with the Dutch trade register of the Chamber of Commerce under number 93484739, duly represented by Julià Delos Ayllón (the Company);
• Mr./Miss. (Investor's Details),

The Company and the Investor are hereinafter also jointly referred to as the Parties and each individually as a Party.

WHEREAS:

(A) The Company is engaged in the development and commercialization of food experiences and technologies (the Business);
(B) The Company is in the process of obtaining funding to accelerate its Business and the Investor is willing to provide part of this funding;
(C) The Parties agree that in exchange for and subject to the payment by the Investor of an amount of EUR (amount in euro) (the Purchase Amount) to the Company, the Company issues to the Investor the right to a certain number of newly to be issued Depositary Receipts, subject to the terms of this Agreement;
(D) This Agreement is one of a series of easy prepayment agreements entered or to be entered into by the Company and the STAK with investors on identical terms.

Investment Platform

1.1 The transaction between the Company and the Investor is legally effectuated through The Onion Memorandum platform (www.theonionmemorandum.org). By using this platform for the transaction, the Investor agrees to be bound by the terms and conditions set forth in this Agreement.

Payment of the Purchase Amount

3.1 The Investor shall make the Purchase Amount available to the Company ultimately within 5 Business Days following the Effective Date, by payment of the Purchase Amount into the Company’s bank account IBAN: NL71REVO6199433629.

Issuance of Depositary Receipts

4.1 Upon closing of a Qualified Financing or immediately prior to an Exit, the Company shall issue to the Investor the number of Depositary Receipts equal to the quotient obtained by dividing the Purchase Amount by the price paid per Share in the Qualified Financing or Exit minus the Discount, subject to the Valuation Cap and Market Valuation provisions.

Progressive Discount

9.1 The discount applicable to the Investor decreases progressively as a larger proportion of the total intended funding amount is raised by the Company. This structure rewards early investors who assume a greater risk in the initial stages of the project by offering them a higher discount, whereas later investors, who face less risk, will receive a lower discount.

9.2 The initial discount will be 10% for the earliest investors and will gradually reduce to a minimum of 5% as the total intended funding amount is reached. This reduction in discount is based on the proportion of funds raised relative to the total target.

Discount Bonuses

10.1 The discount offered to the Investor is subject to the following bonus conditions:

• Extra Bonus: A bonus of twice the base discount will be applied if the Investor successfully brings two new memorandum owners to the community.
• Prime Bonus: A bonus of three times the base discount will be applied if the Investor successfully brings five new memorandum owners to the community.

Acceptance and Signature

11.1 This Agreement shall be considered signed and legally binding upon the Investor by accepting the terms and providing the payment through The Onion Memorandum platform. The submission of the payment will be regarded as the Investor’s full agreement to all terms and conditions outlined in this Agreement.