General Term of Use - Exclusive Offer Solaria

TABLE OF CONTENTS

1     Definitions

2     Purpose

3     Conditions of Acceptance and Application

4     Description of the Exclusive Offers Service

5     Conflicts of Interest

6     Reference to the Provisions of the General Terms of Use

GENERAL TERMS OF USE FOR EXCLUSIVE OFFERS

The present General Terms and Conditions of Use for Exclusive Offers dedicated to natural persons, as they may be updated from time to time (the “GTCOE”), govern the conditions under which the Companies (as defined below) provide you (the “User”) directly or indirectly with the Exclusive Offers Service (as defined below).

Please read these GTCOE carefully before using the Exclusive Offers Service. These GTCOE inform you who we are, how we provide the Exclusive Offers Service, how to modify or terminate the contract, and other important information.

These GTCOE are entered into between, on the one hand:

• Automata France SAS, a simplified joint-stock company with its registered office located at 965, avenue Roumanille, COLOFT - Arteparc Sophia Antipolis Building A, 06410 Biot, registered in the Antibes Trade and Companies Register under number 902 498 617, an external service provider of Modulr B.V. (81852401), which is authorized by the De Nederlandsche Bank as an Electronic Money Institution, and operating under the trade name Vancelian (“VANCELIAN”); and
• SOLARIA SAS, a simplified joint-stock company with its registered office located at 965, avenue Roumanille, COLOFT - Arteparc Sophia Antipolis Building A, 06410 Biot, registered in the Antibes Trade and Companies Register under number 908 978 893 (“SOLARIA”);

together the “Companies”

duly represented for the purposes of these GTCOE by their legal representatives, and on the other hand, the User, a natural person who uses the Exclusive Offers Service, as defined in the article entitled “Definitions” of these GTCOE, offered on the VANCELIAN website accessible at the URL https://vancelian.com (the “Site”) and/or the mobile application (the “Mobile Application” and, together with the Site, the “Platform”), in both cases published by VANCELIAN.

The digital asset services, as defined in Article L. 54-10-2 of the French Monetary and Financial Code, are provided exclusively to the User by VANCELIAN.

For more information about VANCELIAN, the publisher of the Site, the User is invited to consult the legal notices of the Site.

The present General Terms and Conditions of Use for Exclusive Offers (GTCOE) are specific to the Exclusive Offers Service, as defined below, offered jointly by the Companies, which constitutes a "Service" within the meaning of the main General Terms and Conditions of Use dedicated to natural persons of the Platform (the "Main GTCOE") available in the dedicated section of the Platform. With regard to the other Services provided by VANCELIAN on the Platform, they are governed by the provisions of the Main GTCOE. In the event of a contradiction between the provisions of these GTCOE and the Main GTCOE, the specific provisions of these GTCOE shall prevail for everything concerning the Exclusive Offers Service.

The Companies and the User are hereinafter referred to individually as a "Party" and collectively as the "Parties."

In accordance with the provisions of Articles 721-1-2, 721-1-3, 721-14, and 722-4 of the General Regulations of the Financial Markets Authority ("RG AMF"), VANCELIAN specifies that, prior to providing a service on digital assets, through the acceptance and signature of these GTCOE by the concerned User, it has informed and concluded two written agreements, provided in Annex 1 and Annex 2, on a durable medium within the meaning of Article 314-5 of the RG AMF.

1. Definitions

Unless otherwise defined in these GTUO, capitalized terms shall have the meanings set forth below, whether used in the singular or plural.

Additionally, capitalized terms used but not defined in these GTUO shall have the meanings assigned to them in the Main GTU, which are incorporated by reference into these GTUO.

• AKTIO Token: Refers to a decentralized peer-to-peer currency designed for settling international transactions, issued by AUTOMATA ICO LIMITED, an Irish company headquartered at 3rd Floor Ormond Building, 31-36 Ormond Quay Upper, Dublin 7, D07 EE37, Ireland, registered under number 690280. The AKTIO Token facilitates or grants access to benefits related to Services offered on the Mobile Application.
• Blockchain: Refers to the technology enabling the representation and transfer of Digital Assets, while maintaining a transaction history. The Blockchain does not have a unique legal definition, but generally possesses the following characteristics:
  • Cryptographic identification of each party involved;
  • Transactions are transmitted to a distributed network of computers (the "nodes") with geographically dispersed locations;
  • Each node hosts a copy of the database containing the history of all transactions. All stakeholders can access this data simultaneously;
  • A security system based on consensus, requiring agreement from all or part of the nodes whenever new information is added. Transactions are validated by data centers or miners, then recorded into the database as encrypted data blocks, forming the "blockchain";
  • Decentralized security management, which serves as a strong protection against transaction tampering. Each new block is linked to the previous one, and a copy is distributed to all network nodes. The integration process is chronological, presumed immutable, and tamper-proof.
• Companies: Refers to VANCELIAN and VANCELIAN LTD.
• Credentials: Refers to the User's login information, consisting of: A personal identifier (e.g., phone number); Passwords with two-factor authentication (e.g., a code sent via SMS) and a personal PIN code, ensuring secure access to the User Account and the Services.
• Custody: Refers to the Service allowing the User to store Digital Assets in one or more User Digital Wallets or the Master Exchange Digital Wallet, which is provided by VANCELIAN through Fireblocks infrastructure.
• Digital Assets or Cryptos: Refers to any digital representation of value that is not issued or guaranteed by a central bank or public authority, is not necessarily pegged to a legal currency, and does not hold the legal status of currency, but is accepted by individuals or entities as a means of exchange and can be transferred, stored, or exchanged electronically.

For the purpose of this definition, a "token" is an intangible asset that represents, in digital form, one or more rights, which can be issued, recorded, stored, or transferred through a shared electronic recording system (DEEP or Blockchain) that enables the direct or indirect identification of the asset owner.

• Exclusive Offers Service: Refers to the Service provided by the Companies to Users via the Mobile Application, as defined in the section "Description of the Exclusive Offers Service" in these GTUO. The Exclusive Offers Service is an integral part of the Mobile Application. Any components of the Exclusive Offers Service that fall under the legal definition of Digital Asset Services, as per Article L. 54-10-2 of the French Monetary and Financial Code, are provided exclusively by VANCELIAN.
• Fees: Refers to the amount in Fiat Currency owed by the User to the Companies for using the Services available on the Mobile Application.
• Fiat Currency: Refers to legal tender managed by a Central Bank and controlled by a State. The Mobile Application allows Users to conduct Transactions exclusively in euros (€) or British pounds (£), depending on their country of residence. 
• Fireblocks: Refers to Fireblocks Inc., a U.S. company headquartered at 500 7th Ave, New York, NY 10018, providing Digital Asset storage, custody, and transfer services. VANCELIAN relies on Fireblocks to offer secure storage of private keys, direct blockchain interaction, deposits, withdrawals, Digital Asset transactions, and balance tracking. User Digital Wallets and the Master Wallet are created within Fireblocks for custody purposes.

VANCELIAN reminds Users that Fireblocks acts as a sub-custodian, and any failure or default by Fireblocks does not release VANCELIAN from its responsibility toward the User regarding this Service.

• Intervention Fees: Refers to an amount in Fiat Currency or Digital Assets owed by the User to the Company for any intervention required or requested by the User, related directly or indirectly to: A User error in using the Services; A breach of these GTUO by the User; Any other reason specified in these GTUO. The Intervention Fee is 0.3% of the Transaction amount, with a minimum charge of €1.50 (or GBP equivalent).
• Platform: Refers to the website accessible at https://vancelian.com ("Website") and/or the associated Mobile Application ("Mobile Application"), both operated by VANCELIAN.
• Services: Refers to all Services offered by VANCELIAN to Users via the Mobile Application, as defined in the Main GTU under the section "Description of Services". These Services are an integral part of the Mobile Application. Any Services falling under the legal definition of Digital Asset Services, as per Article L. 54-10-2 of the French Monetary and Financial Code, are provided exclusively by VANCELIAN to Users.
• Transaction: Refers to any operation performed at the User’s request via their User Account, involving: Digital Assets, AKTIO Tokens, or Fiat Currency.
• User Account: Refers to the User’s account(s) on the Platform, accessible via the Website and/or Mobile Application using their Credentials. User Accounts are an integral part of the Platform.

2. Purpose

VANCELIAN has developed the Platform through which it presents the Services it offers and, in particular, makes available to Users, via this interface, the Site and/or the Mobile Application open to the general public. This allows its Users to deposit and withdraw Fiat Currencies, perform Transactions, as well as acquire, deposit, and exchange Digital Assets and AKTIO Tokens, all within the Platform. These Services, which are described in the Main GTCOE, and among which is the Exclusive Offers Service covered by these GTCOE, are exclusively available on the Mobile Application.

These GTCOE are intended to present the Exclusive Offers Service jointly provided by the Companies and must be read in conjunction with the Main GTCOE, which they supplement with their specific provisions relating to the Exclusive Offers Service. In the event of a contradiction between the provisions of these GTCOE and the Main GTCOE, the specific provisions of these GTCOE shall prevail for everything concerning the Exclusive Offers Service.

The Platform is also intended to provide Users with information to discover the activities of the Companies, their news (events, publications, etc.), and tutorials to guide them in their use of the Platform. It also offers functionalities and/or information enabling Users to contact the Companies. The Platform also allows access from time to time to information and educational resources that are provided for general information purposes only and do not constitute financial advice.

These GTCOE define the conditions of access to the Exclusive Offers Service. To learn about the conditions of access to the Platform, the conditions of its use, and the online content offered, as well as its functionalities, you are invited to consult the Main GTCOE. These GTCOE specifically govern the provision of the Exclusive Offers Service to the User on the Mobile Application in consideration of the User's compliance with the obligations and guarantees stipulated in these GTCOE.

3. Conditions of Acceptance and Application

Any User accessing the Platform and wishing to benefit from the Exclusive Offers Service, either directly via the dedicated section in the Mobile Application or indirectly via the allocation of the Flexible Solution and Futuro Services as defined in the Main GTU, must read these GTUO, which are available and downloadable under the "General Terms of Use of Exclusive Offers" section on all pages of the Platform. The User must comply with their terms.

The GTUO and the content of these sections may also be provided by the Companies via email upon request to support@vancelian.com.

These GTUO are formally accepted by the User upon subscription to the Exclusive Offers Service, either directly through the Mobile Application’s dedicated section or indirectly via the allocation of the Flexible Solution and Futuro Services as defined in the Main GTU.

The Companies reserve the right to adapt or modify these GTUO at any time without prior notice. Any newly published version shall prevail over any prior version, whether printed or saved on digital or paper support by the User. Therefore, the User is encouraged to regularly consult and read these GTUO. The applicable version of the GTUO is the one available online at the time of the User's visit and use of the Platform.

The Companies reserve the right to make changes to these GTUO at their sole discretion. By continuing to use the Website after such modifications, whether or not the User has explicitly accepted the new GTUO, the User agrees to be bound by the modifications.

If the User does not accept these modifications, they are not entitled to access any information, use the Exclusive Offers Service, or access the Website and must immediately stop using it.

The User acknowledges that they are responsible for regularly verifying these GTUO in their current and applicable version, which can be accessed at any time on the Website.

A User who does not wish to accept the new GTUO may reject them and delete their User Account, under the conditions specified in the Main GTU.

The User declares and acknowledges that they are of legal age (at least 18 years old) and have full legal capacity to enter into these GTUO.

These GTUO are concluded for an indefinite duration.

The User acknowledges having understood the nature, purpose, and characteristics of the Platform and the Exclusive Offers Service, as well as the prerequisites for their use, particularly those related to the creation of a User Account. They confirm having requested and obtained all necessary information, including the quantitative and qualitative characteristics of the Exclusive Offers Service, allowing them to assess its suitability for their needs and to enter into these GTUO with full knowledge of the facts. The User is solely responsible for their decision to use the Platform and the Exclusive Offers Service, as well as for executing Transactions, and as such, the Companies cannot be held liable in any way.

4. Description of the Exclusive Offers Service

4.1 Overview of the Exclusive Offers Service

The Companies wish to make available to Users a service for exclusive offers, enabling them to lend BTC to SOLARIA for the purpose of carrying out a specific project (the "Project," and the "Exclusive Offers Service").

The User will be able to consult the various open loan requests on the Platform and will have access to information regarding the Project financed by this loan, as well as the company SOLARIA carrying it out (the "Exclusive Offers").

Once the Exclusive Offer is selected, the User will be able to choose the amount of Digital Assets or Fiat Currency they wish to contribute to the Project (the "Lent Assets").

By validating their choice, the User will give express authorization to VANCELIAN to proceed successively, on behalf of and for the account of the User, to:

• Exchange, if necessary, the Lent Assets into BTC; then
• Transfer the newly converted BTC to SOLARIA.

Upon completion of these two orders given to VANCELIAN, the User will have subscribed to the loan requested by SOLARIA (the "Loan").

The amount lent, although in BTC, will be denominated in Euros (the "Lent Amount").

Within the framework of the Exclusive Offers Service, VANCELIAN acts as a facilitator enabling Users who wish to do so to subscribe to the Loan proposed by SOLARIA.

The duration of the Loan and the commitment (the "Duration") is set at eighteen (18) months from the initial availability of the Exclusive Offer in the Mobile Application, regardless of the date on which the User subscribes to the Exclusive Offer.

Consequently, the end date of the Duration is the same for all Users who have subscribed to the Exclusive Offer, regardless of their subscription date and Lent Amount.

Notwithstanding the foregoing, the initially planned Duration for an Exclusive Offer may be extended at the sole initiative of SOLARIA in the event of an external event beyond its control that makes it impossible to complete the Project by the initially planned Loan Duration deadline (for example, delay or suspension of work, delay in obtaining or granting administrative authorizations such as a building permit, absence of sale of the underlying asset, or significant delay in the project roadmap). The extension may not exceed a maximum duration of twelve (12) months.

During the extension period, the payment of Interest (as defined below) may, at SOLARIA's discretion, be maintained or suspended, without the User being able to seek the liability of SOLARIA or VANCELIAN.

In any event, the User will be informed without delay of the decision to extend and suspend Interest by notification on the Platform and/or by email sent to the address indicated in their User Account. The User expressly acknowledges that this ability to extend and suspend is an essential characteristic of the Exclusive Offers Service.

The User acknowledges and accepts that they cannot unilaterally terminate their participation in the Loan before the end of its Duration, subject to compliance with the exit modalities for an Exclusive Offer presented below.

Throughout the Duration, the User of the Exclusive Offers Service will have access to a Digital Wallet in their User Account intended to contain the monthly interest in Digital Assets from the Loan, which may be withdrawn by the User at any time, and whose custody is ensured by VANCELIAN (the "Interest"). The Interest will be exclusively paid by SOLARIA, which benefits from the Loan. The rate at which the Loan is remunerated will be indicated on the Platform and accessible via the User Account of each User. This rate will be fixed.

Subject to compliance with the Queue Mechanism (as described below), the User has the option to terminate their participation in an Exclusive Offer early.

Operation of Exit Windows and Queue Mechanism. Early exits are subject to compliance with exit windows and the Queue Mechanism. Exit windows are specific periods, open for two (2) weeks each year, every 6 months from the date of the initial availability of the Exclusive Offer in the Mobile Application, at the sole discretion of the Companies. They allow Users who have subscribed to an Exclusive Offer to request the takeover of their Loan subscription, offering a liquidity opportunity to Users wishing to end their participation in the Exclusive Offers Service early.

General Principle. Any exit from an Exclusive Offer is subject to compliance with a Queue Mechanism. Under this mechanism, the exit will only be authorized if a new liquidity entry by another User into the Exclusive Offer being exited is concurrent, i.e., if another User accesses the said Exclusive Offer by proceeding with the payment of the Lent Amount. It is expressly agreed that the new incoming User takes over the remaining commitment period of the investment project. Consequently, the new incoming User is bound by the same Loan Duration deadline as that attached to the initial Project for all Users who have subscribed to it, subject to the extension cases set out above. In other words, all Users who have subscribed to the same Exclusive Offer will see the Duration of their Loan end at the same time, in accordance with these terms.

Processing of Exit Requests. Exit requests from an Exclusive Offer are processed on a "first come, first served" basis. Users wishing to exit an Exclusive Offer must submit a request to the Companies to take over all or part of their Loan subscription. Each request is placed in a queue according to the order of receipt. The User who submitted the first exit request will be served first, subject to the concurrent arrival of a new incoming investor.

Partial or Complete Takeover. In the event that an incoming User takes over only part of the amount proposed by an outgoing User, only the taken-over part will be subject to the takeover. The non-taken-over part will not be automatically maintained, and the outgoing User will, if they wish to transfer the balance, need to submit a new request during a subsequent exit window. In all cases, each partial or complete takeover entails the transfer to the new entrant of the maturity attached to the Duration of the Loan of the initial Project, with the Duration remaining unchanged compared to the original Exclusive Offer.

Queue Management. The management of the Queue is automated and ensured by the Companies' technological infrastructure. Takeovers are thus carried out in strict compliance with the priority order of exit requests. Each transaction, whether partial or full, is recorded in real time to ensure the transparency and integrity of the process.

Obligations of the Parties. The User acknowledges and accepts that any request to exit an Exclusive Offer is subject to these terms, and that the takeover of the subscription to an Exclusive Offer depends on the availability of new incoming investors during the exit windows. The Companies do not guarantee liquidity outside these specific periods and the respect of the Queue Mechanism. The Companies are not responsible for any malfunction or failure of the Queue. The Companies do not guarantee that the Exclusive Offer will attract enough new Users and consequently do not guarantee that the Queue Mechanism will generate the expected liquidity for existing subscriptions to an Exclusive Offer wishing to exit early before the end of its Duration.

Miscellaneous Provisions Regarding Exclusive Offers. The User acknowledges and accepts that the Exclusive Offers Service involves inherent risks, including the volatility of Digital Assets, changes in regulation and technology, without this list being exhaustive.

The User expressly accepts and acknowledges that only SOLARIA undertakes to pay the Interest and to repay the Lent Amount at the end of the Duration of the Exclusive Offer.

All information presented on the Site is merely estimates and depends on numerous factors.

The Companies are not responsible for losses suffered by the User due to the volatility of Digital Assets. The User is solely responsible for their decision to participate in an Exclusive Offer.

The Companies reserve the right to suspend or terminate an Exclusive Offer or the Exclusive Offers Service in its entirety for legal, technological, or technical reasons.

The Fees applicable to the Exclusive Offers Service are available on the Platform in the following section: https://vancelian.com/memberships.

Loyalty Points may be allocated to Users who have subscribed to the Exclusive Offers Service at the sole discretion of the Companies. The details of these Loyalty Points will be visible in the dedicated tab of the Mobile Application.

Discretionary Award of a Performance Bonus

At the end of the Duration of the Exclusive Offer, a potential performance bonus (the "Performance Bonus") may be awarded, at the sole discretion of SOLARIA, to Users who have maintained their participation until maturity without having requested an early exit—in other words, the Performance Bonus, if applicable, will be reserved for Users who have subscribed to the Exclusive Offers Service without resorting to the Queue Mechanism since their initial subscription.

This Performance Bonus would take the form of an additional payment, non-guaranteed and non-contractual, which may be paid only in the event of the sale of the financed assets under the Project resulting in significant capital gains, as evaluated at the sole discretion of SOLARIA. In other words, the Performance Bonus would only be due if the net margin observed exceeds the reference threshold corresponding to the initial economic assumptions communicated at the time of the Project's listing.

The amount, calculation method, trigger criteria, distribution terms, and the very existence of the Performance Bonus are exclusively subject to the Companies' discretion and shall not be subject to any claim or firm commitment for the benefit of the User, which they understand and accept. In other words, the User has no acquired right to receive any Performance Bonus, regardless of the capital gains generated by the sale of the financed assets under the Project.

4.2 General Provisions Applicable to the Custody Service

In accordance with Articles 721-1-3 and 722-4 of the AMF General Regulation (RG AMF), VANCELIAN states that prior to providing the Digital Asset Custody Service, and upon the User's acceptance and signature of these CGUOE, it has informed and entered into a written agreement with the User, provided in Annex 2, on a durable medium as defined in Article 314-5 of the RG AMF. This agreement outlines the principles of operation of the Digital Asset Custody Service and identifies the rights and obligations of both parties.

4.3 New Exclusive Offers Services

The Companies may expand their range of Exclusive Offers Services by introducing new services on the Mobile Application, whether these services are available to all Users or only through their User Account. These new services will be considered an integral part of the Exclusive Offers Services, as defined in the "Definitions" section of these CGUOE, and will be governed by these CGUOE. Unless stated otherwise, Users may start using the new Exclusive Offers Services as soon as they are made available on the Mobile Application, subject to the creation of a User Account, if required.

Users expressly agree to receive communications of any kind from the Companies regarding the new Exclusive Offers Services available on the Mobile Application, either by email or phone.

4.4 Evolution of Exclusive Offers Services

The Companies may, at any time and without prior notice, develop, improve, or modify the Platform and the Exclusive Offers Services, as well as other Exclusive Offers Services, in order to enhance Mobile Application functionalities or the Exclusive Offers Services themselves. This may include the deployment of updates, new versions, additional services, or the removal of existing services.

Permanent Discontinuation of an Exclusive Offers Service

If an Exclusive Offers Service is permanently discontinued, the Companies will make reasonable efforts to notify Users in advance and offer alternative solutions (e.g., alternative Transactions, transfers to a third-party service, etc.). If all Exclusive Offers Services are permanently discontinued, the Companies will terminate these CGUOE in accordance with the conditions outlined in the “Termination” section of the CGU Principales.

Additionally, the Companies may, at any time and without prior notice, update or modify the Platform, its content, and the Exclusive Offers Services in response to technological advancements. In such cases, the User must ensure that their computer or mobile device is compatible with these changes.

4.5 Customer Support

The Companies provide technical support with technical aspects and functionalities of the Platform and the Exclusive Offers Services.

The User remains solely responsible for their choices, particularly the decision to use the Exclusive Offers Services. Technical support does not provide financial or strategic advice regarding the use of the Exclusive Offers Services.

The Companies will endeavor to respond to the User's request as promptly and appropriately as possible. However, the Companies do not commit to any specific response time, nor to the relevance or completeness of the response provided, nor to the guarantee that the response will effectively resolve the User's request or provide a suitable solution.

Furthermore, the Companies will not provide any advice regarding the use of the Exclusive Offers Services or, more broadly, the execution of Transactions/operations involving Digital Assets. Any information provided by the Companies should not be interpreted as investment advice, financial advice, strategic advice, business advice, or any other type of advisory service.

Unless otherwise stated in these CGUOE, Transactions are executed solely based on the instructions provided by the User, without the Companies ever verifying their relevance, interest, or quality. Therefore, as a reminder, the User is solely responsible for determining the suitability of an investment, an investment strategy, or the execution of a Transaction based on their personal investment objectives, financial situation, and risk tolerance. The User shall bear full responsibility for any partial or total loss, damage, prejudice, or liability resulting from their decisions. The User is encouraged to consult professionals specialized in financial, legal, or tax advisory services before carrying out any Transaction involving Digital Assets.

5. Conflicts of Interest

In accordance with the provisions of these CGUOE and the applicable regulations, we inform you that the company SOLARIA, the sponsor of the project financed by this Exclusive Offer, has Mr. Gaël Itier as its president and shareholder, who is also the beneficial owner of VANCELIAN. The shared links between these two companies could give rise to a conflict of interest, which we will endeavor to mitigate.

In this context, VANCELIAN implements measures aimed at ensuring full transparency for Users of the Exclusive Offers Service. These measures include, in particular:

• the implementation of internal governance mechanisms to ensure objectivity and independence in the management of the Exclusive Offers Service;
• the examination of any situation likely to create a conflict of interest in order to identify corrective measures to be implemented; and
• the communication to Users of any significant development likely to affect the impartiality of the Exclusive Offers Service.

By subscribing to an Exclusive Offer, the User acknowledges having been informed of these elements and agrees to use the Exclusive Offers Service with full knowledge of the potential conflicts.

6. Reference to the Provisions of the Main Terms and Conditions

The User is expressly referred to Articles 5 and subsequent of the Main Terms and Conditions (CGU Principales), to which they adhere by using the Services, including the Exclusive Offers Service. For all intents and purposes, it is specified that any reference to "the Company" shall be understood as referring to the Companies, as defined herein. Similarly, any reference to "CGU" shall be understood as "CGUOE".

By exception to the provisions of the Main Terms and Conditions, the User expressly agrees and acknowledges that the responsibility of the Companies within the framework of the Exclusive Offers Service is divided as follows: VANCELIAN is responsible for all digital asset services provided under the Exclusive Offers Service, as well as the maintenance of the Platform's interface. SOLARIA is responsible for interest payments and the repayment of the Loan Amount, which it retains from the moment of subscription to the Loan via an Exclusive Offer and which remains separate from VANCELIAN’s assets. In other words, in the event that SOLARIA fails to meet its obligation to pay Interest or repay the Loan Amount, VANCELIAN shall under no circumstances be held liable by the User, regardless of the method of subscription to the Exclusive Offers Service, whether: Directly via the dedicated tab in the Mobile Application, or Indirectly via the Allocation of Services of Flexible and Future Solution, as defined in the Main Terms and Conditions.

Last Updated: October 9, 2025

Annex 1

CLIENT AGREEMENT

In accordance with the provisions of Articles 721-1-2 and 721-14 of the RG AMF, the Companies specify that, prior to the provision of Digital Asset Services, through the acceptance and signing of these CGUOE by the concerned User, an agreement has been concluded in writing and provided on a durable medium within the meaning of Article 314-5 of the RG AMF.

These CGUOE therefore include the following provisions, where applicable by reference to the Main Terms and Conditions (CGU Principales):

i. A description of the essential rights and obligations of the Company and Users, outlined in Article 4 "Description of the Exclusive Offers Service" of these CGUOE, and by reference in Articles 5.4 "Availability of the Platform and Services", 5.7 "General Principles Applicable to Services", 8 "Respective Obligations of the Parties", and 9 "Civil Liability" of the Main Terms and Conditions.

ii. The nature of the Services provided and the types of Digital Assets covered by these Services.

To this end, the Companies detail the nature of the Services provided within Article 4 of these CGUOE.

Additionally, the User is informed that while most types of Digital Assets are accepted on the Mobile Application, some may not be. The list of accepted Digital Assets is available in the dedicated section of the Platform and may be updated at any time.

iii. The pricing of the services provided by VANCELIAN and its compensation model.

VANCELIAN provides services for the custody of Digital Assets, the purchase and sale of Digital Assets against legal tender, as well as the exchange of Digital Assets for other Digital Assets for a fee. Accordingly, VANCELIAN is compensated in accordance with the provisions of Article 7 "Financial Conditions" of the Main Terms and Conditions.

iv. The validity period of the agreement (as set out in Article 3 of these CGUOE and Article 10 of the Main Terms and Conditions).

v. The confidentiality obligations imposed on VANCELIAN, in accordance with applicable laws and regulations regarding professional secrecy.

To this end, VANCELIAN states that, in compliance with the confidentiality obligations imposed by laws and regulations on professional secrecy, it treats all information concerning Users, as well as all data related to their Transactions, with the utmost confidentiality. VANCELIAN protects this information and does not disclose it in any form, except where required by law, regulation, or a competent authority, in accordance with its personal data management policy or with the explicit consent of the User.

Annex 2

CUSTODY AGREEMENT

In accordance with the provisions of Articles 721-1-3 and 722-4 of the RG AMF, VANCELIAN specifies that, prior to the provision of the Digital Asset Custody Service, through the acceptance and signing of these CGUOE by the concerned User, an agreement has been concluded in writing, on a durable medium within the meaning of Article 314-5 of the RG AMF, defining the operational principles of said Digital Asset Custody Service and identifying the respective rights and obligations of the parties.

These CGUOE include, in particular, the following provisions, where applicable by reference to the Main Terms and Conditions (CGU Principales):

i. The contracting party(ies) involved in this agreement (i.e., the legal entity described at the beginning of this document, its information procedures, and the authorized persons acting on behalf of VANCELIAN).

ii. Nature and detailed description of the Services provided (As outlined in Article 4 of these CGUOE.)

iii. Conditions under which VANCELIAN sends information related to events mentioned in Article 722-1 (4°) of the RG AMF (e.g., blockchain fork events) and, where applicable, any restrictions imposed by the initiator of such events.

In this regard, VANCELIAN informs Users as soon as the following information is available:

- Information related to Transactions that require a response from the User.

- Information related to Transactions that result in changes to the User's account balance.

- Information regarding a blockchain fork that has affected the User's Digital Assets. Such communications inform the User of the impact of a fork on the affected Digital Assets. In the event of a fork, Users are deemed to have rights to the Digital Assets resulting from the fork, based on their holdings at the time of the event. However, specific actions may be required from the Users to retrieve these new Digital Assets. If a User is requested to perform a Transaction or a specific action to claim forked Digital Assets, the User must comply. Failure to act within a given time frame may result in the User permanently losing access to these newly created Digital Assets.

- Information necessary for the completion of tax declarations.

iv. Security measures for assets held by VANCELIAN

VANCELIAN relies on the services of Fireblocks for the Digital Wallet infrastructure.

VANCELIAN has undergone an audit of its digital asset custody infrastructure by a certified auditor, who did not report any significant weaknesses.

VANCELIAN commits to implementing all reasonable measures to mitigate operational risks.

v. User authentication mechanisms used by VANCELIAN (As specified in Article 6.2 of the Main Terms and Conditions).

vi. Pricing of the Custody Services provided by VANCELIAN Details regarding fees and charges applicable to the Custody Service.

vii. Validity period of the agreement (As specified in Article 3 of these CGUOE and Article 3 of the Main Terms and Conditions).

viii. Applicable law (As outlined in Article 17 of the Main Terms and Conditions).

ix. A detailed overview of VANCELIAN’s policies regarding the safekeeping, management, and security of Digital Assets.